Exhibit 4.19 


 


Execution
Version


 


PRIMARY
SERVICING AGREEMENT


 


UBS
Commercial Mortgage Securitization Corp.,


 


Commercial
Mortgage Pass-Through Certificates


 


Series
2018-C11


 


Dated
as of July 1, 2018


 


By
and Between


 


MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,


 


Master
Servicer


 


and


 


KEYBANK
NATIONAL ASSOCIATION


 


Primary
Servicer


 






     


     


    

 


TABLE
OF CONTENTS


 



	ARTICLE
    I.
	 	 	 	 
	DEFINITIONS	 	 	1
	Section 1.01.	Defined Terms	 	1
	 	 	 
	ARTICLE
    II.
	 	 	 	 
	RETENTION AND AUTHORITY OF PRIMARY
    SERVICER	 	3
	Section
    2.01.	Servicing Standard; Commencement of Servicing
    Responsibilities	 	3
	Section
    2.02.	Primary Servicing	 	4
	Section
    2.03.	Authority of Primary Servicer	 	4
	 	 	 
	ARTICLE
    III.
	 	 	 	 
	SERVICES TO BE PERFORMED	 	6
	Section
    3.01.	Services as Primary Servicer	 	6
	Section
    3.02.	Portfolio Manager	 	10
	Section
    3.03.	Maintenance of Errors and Omissions and Fidelity
    Coverage	 	10
	Section
    3.04.	Delivery and Possession of Servicing Files	 	10
	Section
    3.05.	Annual Compliance Statements	 	11
	Section
    3.06.	Annual Reports on Assessment of Compliance with
    Servicing Criteria	 	11
	Section
    3.07.	Annual Independent Public Accountants’
    Attestation     Report	 	12
	Section
    3.08.	Sarbanes-Oxley Certification	 	13
	Section
    3.09.	Delivery of Mortgage Loan Purchase Agreement	 	13
	 	 	 	 
	ARTICLE
    IV.
	 	 	 	 
	PRESERVATION OF THE REMICS	 	14
	 	 	 
	ARTICLE
    V.
	 	 	 	 
	PRIMARY SERVICER’S COMPENSATION
    AND EXPENSES	 	14
	Section
    5.01.	Primary Servicing Compensation	 	14
	 	 	 	 
	ARTICLE
    VI.
	 	 	 	 
	THE MASTER SERVICER AND THE PRIMARY
    SERVICER	 	15
	Section
    6.01.	Primary Servicer Not to Assign; Merger or Consolidation
    of the Primary Servicer	 	15
	Section
    6.02.	Liability and Indemnification of the Primary
    Servicer and the Master Servicer	 	16
	Section
    6.03.	Representations and Warranties	 	19
	 	 	 	 
	ARTICLE
    VII.
	 	 	 	 
	PRIMARY SERVICER TERMINATION EVENTS;
    TERMINATION	 	21



 






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	Section
    7.01.	Primary Servicer Termination
    Events	 	21
	Section
    7.02.	Termination of Agreement	 	24
	ARTICLE
    VIII.
	 	 	 	 
	MISCELLANEOUS PROVISIONS	 	26
	Section
    8.01.	Rating Agency Communications	 	26
	Section
    8.02.	Amendment	 	27
	Section
    8.03.	Governing Law; Waiver of Jury Trial; Submission
    to Jurisdiction	 	27
	Section
    8.04.	Notices	 	28
	Section
    8.05.	Consistency with PSA; Severability of Provisions	 	29
	Section
    8.06.	Inspection and Audit Rights	 	30
	Section
    8.07.	Protection of Confidential Information	 	30
	Section
    8.08.	Binding Effect; No Partnership; Counterparts	 	30
	Section
    8.09.	Third Party Beneficiaries	 	30
	Section
    8.10.	Article and Section Headings	 	31
	Section
    8.11.	Non-Solicitation	 	31


 




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LIST
OF EXHIBITS


 


	Schedule I	Mortgage Loan Schedule
	 	 
	Exhibit “A”	Inspection Reports
	 	 
	Exhibit “B”	Quarterly Reports
	 	 
	Exhibit “C”	Remittance Reports







 









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THIS
PRIMARY SERVICING AGREEMENT dated as of July 1, 2018 is between Midland Loan Services, a Division of PNC Bank, National Association
(together with its successors and assigns permitted under the PSA, the “Master Servicer” or “Midland”),
and KeyBank National Association, a national banking association (together with its successors and permitted assigns hereunder,
the “Primary Servicer”).


 


PRELIMINARY
STATEMENT


 


Pursuant
to the Pooling and Servicing Agreement (the “PSA”) dated as of July 1, 2018, among UBS
Commercial Mortgage Securitization Corp., as Depositor, Midland, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer with respect to the UBS Commercial Mortgage Securitization Corp., Commercial Mortgage Pass-Through
Certificates, Series 2018-C11, the Master Servicer shall be servicing the Mortgage Loans on behalf of the Trust Fund.


 


The
Master Servicer and the Primary Servicer desire to enter into an agreement whereby the Primary Servicer assumes and agrees to
perform certain of the Master Servicer’s servicing responsibilities with respect to the Mortgage Loans as more specifically
set forth herein.


 


AGREEMENTS


 


NOW,
THEREFORE, in consideration of the recitals in the above Preliminary Statement which are made a contractual part hereof, and of
the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


ARTICLE
I.



DEFINITIONS


 


Section
1.01.     Defined Terms.


 


For
purposes of this Agreement, all capitalized terms not otherwise defined herein shall have the meanings set forth in the PSA, and
the following capitalized terms shall have the respective meanings set forth below.


 


“Accepted
Primary Servicing Practices”: As defined in Section 2.01 hereof.


 


“Additional
Primary Servicing Compensation”: As defined in Section 5.01 hereof.


 


“Agreement”:
This Primary Servicing Agreement, as the same may be amended or modified by the parties from time to time.


 


“CREFC®
Reporting Format”: The CREFC® Investor Reporting Package reporting and data format; provided, however, that if such
format is no longer applicable or in existence, then such other commercial mortgage servicing industry standard reporting and
data format reasonably approved by the Master Servicer.


 






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“Excluded
Information”: As defined in the PSA.


 


“Indemnified
Party”: As defined in Section 8.01(b) hereof.


 


“Inspection
Reports”: The inspection reports substantially in the form attached hereto as Exhibit “A”.


 


“Losses”:
As defined in Section 6.02(b) hereof.


 


“Master
Servicer”: As defined in the first paragraph of this Agreement.


 


“Mortgage
Loan”: Each of the mortgage loans identified on the Mortgage Loan Schedule.


 


“Mortgage
Loan Schedule”:     The schedule of certain mortgage loans that is annexed to the Primary Servicer’s signature
page included herewith, which schedule sets forth certain information with respect to such mortgage loans, including, without
limitation, the related Primary Servicing Fee Rate.


 


“Primary
Servicer”: As defined in the first paragraph of this Agreement.


 


“Primary
Servicer Accounts”: The Collection Accounts maintained by the Primary Servicer hereunder in the name of the Primary
Servicer in trust for the Master Servicer on behalf of the Trustee in trust for the benefit of the Holders.


 


“Primary
Servicer Parties”: As defined in Section 6.02(a) hereof.


 


“Primary
Servicer Remittance Date”: With respect to any Determination Date, one (1) Business Day after such Determination Date.


 


“Primary
Servicer Termination Event”: Any event as set forth in Section 7.01 hereof.


 


“Primary
Servicing Fee”: With respect to each Mortgage Loan and for any Distribution Date, that portion of the Primary Servicing
Fee payable by the Master Servicer to the Primary Servicer, which shall be an amount per calendar month equal to the product of
the Primary Servicing Fee Rate and the Stated Principal Balance of such Mortgage Loan, as determined on the same basis as for
the calculation of the Servicing Fee under the PSA.


 


“Primary
Servicing Fee Rate”: The per annum rate for each Mortgage Loan as set forth in the related Mortgage Loan Schedule.


 


“Primary
Servicing File”: With respect to each Mortgage Loan, all documents, information and records relating to such Mortgage
Loan that are necessary or appropriate to enable the Primary Servicer to perform its obligations hereunder and any additional
documents or information related thereto maintained or created in any form by the Primary Servicer (which shall not include any
attorney-client privileged communications between the Primary Servicer and its counsel), including, without limitation, all analysis,
working papers, inspections reports, written communications with any Mortgagor, and all other information collected from or


 



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concerning
any Mortgagor or the related Mortgaged Property in the Primary Servicer’s possession.


 


“PSA”:
As defined in the above Preliminary Statement to this Agreement.


 


“Qualified
Affiliate”: Any Person (a) that is organized and doing business under the laws of any state or the United States or
the District of Columbia, (b) that is in the business of performing the duties of a servicer of mortgage loans, and (c) as to
which 50% or greater of its outstanding voting stock or equity ownership interest are directly or indirectly owned by the Primary
Servicer or by any Person or Persons who directly or indirectly own equity ownership interests in the Primary Servicer.


 


“Quarterly
Reports”: The quarterly reports and certifications substantially in the form attached hereto as Exhibit “B”.


 


“Remittance
Reports”: The remittance reports substantially in the form attached hereto as Exhibit “C”.


 


“Responsible
Officer”: Any officer or employee of the Primary Servicer or the Master Servicer, as the case may be, involved in or
responsible for the administration, supervision or management of this Agreement and whose name and specimen signature appear on
a list prepared by each party and delivered to the other party, as such list may be amended from time to time by either party.


 


“Special
Servicer Decision”: As defined in the PSA.


 


ARTICLE
II.



RETENTION AND AUTHORITY OF PRIMARY SERVICER


 


Section
2.01.  Servicing Standard; Commencement of Servicing Responsibilities.


 


The
Master Servicer hereby engages the Primary Servicer to perform, and the Primary Servicer hereby agrees to perform, servicing with
respect to all of the Mortgage Loans throughout the term of this Agreement, upon and subject to the terms, covenants and provisions
hereof. The Primary Servicer shall perform its services hereunder in accordance with (a) applicable laws, (b) the terms and provisions
of the Mortgage Loans, (c) the express terms hereof and the PSA, (d) in the case of a Serviced Companion Loan, the related Intercreditor
Agreement, (e) subject to Section 2.03(b) hereof, the reasonable directions and instructions of the Master Servicer (including,
without limitation, the forms and report formats mutually and reasonably agreed upon by the Master Servicer and Primary Servicer)
and (f) all requirements pertaining to the performance of such services under the PSA, including, without limitation, the Servicing
Standard. The above-described servicing standards are herein referred to as “Accepted Primary Servicing Practices.”


 






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Section
2.02.      Primary Servicing.


 


To
the extent necessary for the Primary Servicer to comply with applicable laws, or if otherwise consented to by the Master Servicer
(which consent shall not be unreasonably withheld or delayed), the Primary Servicer may enter into any sub-subservicing agreement
with a sub-subservicer that would permit such sub-subservicer to perform any or all of the Primary Servicer’s servicing
responsibilities under this Agreement and such sub-subservicer meets the requirements of the PSA;
provided, however, if such sub-subservicer would be a servicer as contemplated by Item 1108(a)(2) of Regulation AB, no such sub-subservicer
may be Risk Retention Affiliated with or a Risk Retention Affiliate of the Retaining Party or any Subsequent Third Party Purchaser;
further provided, however, that the consent of the Master Servicer shall not be required to engage a third party contractor
to perform ministerial tasks, including property inspections. Notwithstanding any sub-subservicing agreement or third party subcontract,
the Primary Servicer shall remain obligated and primarily liable to the Master Servicer for the servicing and administering of
the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue
of such sub-subservicing agreement or contract to the same extent and under the same terms and conditions as if the Primary Servicer
were servicing the Mortgage Loans alone.


 


Section 2.03.     Authority of Primary Servicer.


 


(a)       Except
as otherwise provided herein and subject to the terms of this Agreement and the Master Servicer’s limitations of authority
as Master Servicer under the PSA, in performing its obligations hereunder, the Primary Servicer shall have full power and authority
to take any and all actions in connection with such obligations that it deems necessary or appropriate; provided, however, that
the Primary Servicer shall not take any of the following actions with respect to any Mortgage Loan without obtaining the prior
written consent of the Master Servicer (which consent (w) may be in the form of an asset business plan approved in writing by
the Master Servicer, (x) shall not be unreasonably withheld; (y) shall be subject to the prior approval of the Special Servicer,
the Directing Certificateholder, any Loan-Specific Directing Certificateholder, any mezzanine lender, any AB Whole Loan Controlling
Holder or any Companion Holder, if so required under the PSA, which approvals shall be requested by the Master Servicer; and (z)
shall be consented to or denied by the Master Servicer within ten (10) Business Days following the receipt by the Master Servicer
of the information described in clause (w) along with relevant supporting information (but, in the case of a consent, such consent
may be conditioned on any approvals described in clause (y) of this paragraph)):


 


(i)        the
modification, waiver or amendment, whether or not material, of or with respect to any Mortgage Loan, including, without limitation,
any forgiveness of principal, any change in the amount or timing of any payment of principal or interest, maturity, extension
rights or prepayment provisions or the substitution, release or addition of any collateral for any Mortgage Loan or relate to
any waiver of or granting of consent under a “due-on-sale” or “due-on-encumbrance” clause;


 


(ii)       the
granting or withholding of consent to any transfer of ownership of a Mortgaged Property or any transfer of any interest of an
owner of a Mortgaged Property and entering into any assumption agreement in connection therewith;


 






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(iii)      the
granting or withholding of consent to any request for approval to place subordinate or other financing on a Mortgaged Property;


 


(iv)      the
determination of whether or not to release proceeds of condemnation or casualty insurance to the Mortgagor under any Mortgage
Loan;


 


(v)       the
waiver of any Penalty Charge (except to the extent Primary Servicer is entitled to retain such Penalty Charge as Additional Primary
Servicing Compensation hereunder) or prepayment premium under any Mortgage Loan;


 


(vi)      any
action to initiate, prosecute and manage foreclosure proceedings and other legal proceedings related thereto in connection with
any Mortgage Loan;


 


(vii)     the
permitting of or performing a modification of a Mortgage Loan to permit a Principal Prepayment of a Mortgage Loan on a date other
than its Due Date;


 


(viii)    any
action requiring the consent of, or consultation with, the Master Servicer, the Directing Certificateholder, any AB Whole Loan
Controlling Holder, any Loan-Specific Directing Certificateholder, the Trustee, the Certificate Administrator, any Companion Holder,
the Operating Advisor, the 17g-5 Information Provider, the Asset Representations Reviewer, the Risk Retention Consultation Party
or the Special Servicer under the PSA or any party under an Other Pooling and Servicing Agreement;


 


(ix)       the
granting of any consent, approval or direction regarding the termination of (A) the related property manager or the designation
of any replacement property manager or (B) with respect to a hospitality property, the franchise or the designation of a new franchise;


 


(x)        the
authorizing of any Servicing Transfer Event as defined in the definition of Servicing Transfer Event in the PSA; or


 


(xi)       any
Major Decision or Special Servicer Decision.


 


(b)       Regardless
of whether the consent or approval of the Master Servicer is required pursuant to this Agreement, the Primary Servicer shall take
any reasonable action that is directed by the Master Servicer which relates to the Primary Servicer’s obligations under
this Agreement; provided, however, that the Primary Servicer shall not be obligated to take any such action to the extent that
the Primary Servicer determines in its reasonable discretion that such action (i) may cause a violation of applicable laws, regulations,
codes, ordinances, court orders or restrictive covenants with respect to any Mortgage Loan or any Mortgaged Property; (ii) may
cause a violation of any term or provision of a Mortgage Loan; (iii) materially expands the scope of the Primary Servicer’s
responsibilities under this Agreement; or (iv) is inconsistent with the requirements of the PSA, including the Servicing Standard.


 






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ARTICLE
III.



SERVICES TO BE PERFORMED


 


Section
3.01.     Services as Primary Servicer.


 


With
respect to each Mortgage Loan subject to this Agreement, the Primary Servicer shall, in accordance with Accepted Primary Servicing
Practices and subject to the supervision of the Primary Servicer by the Master Servicer, perform the following servicing activities
on behalf of the Master Servicer:


 


(a)       the
Primary Servicer shall perform the duties and obligations of the Master Servicer as the Master Servicer under PSA Sections
2.01(d), (g) and (i) (conveyance of mortgage loans); 2.02(d), (g) and (h) (15Ga-1 notices); 2.03(b), (d), (f), (g), and (j)–(o)
(repurchase and substitution of loans); 3.01 (general servicing), 3.02 (collections); 3.03 (taxes and insurance; escrows; servicing
accounts); 3.04 (collection account); 3.06 (investment of funds); 3.07 (insurance); 3.08 (due-on sale/encumbrance enforcement;
assumptions); 3.10 (release of files); 3.12 (inspections and reports); 3.13 (access); 3.17 (additional obligations); 3.18 (defeasances
and modifications); 3.19 (servicing transfers); 3.22 (Directing Certificateholder contact); 3.24 (intercreditor agreements); 3.29
(non-serviced loans and serviced companion loans); 3.34 (litigation control); 10.01 (REMIC administration); 10.03(b) (REMIC cooperation);
Article XI (Exchange Act reporting and Regulation AB compliance) and Article XII (asset representations reviewer file review compliance);
provided, however, that:


 


(i)        the
Primary Servicer shall not have any obligation to make Advances, provided that the Primary Servicer shall promptly notify the
Master Servicer in the event any Advance is required to be made or an expense of the Trust Fund is required to be incurred;


 


(ii)       Section
5.01 hereof shall control with respect to which fees or charges the Primary Servicer may retain under PSA Sections 3.05 and 3.11;


 


(iii)      PSA
Section 3.06 shall only be applicable with respect to the Primary Servicer Accounts;


 


(iv)      any
reports, information, certifications and other documentation which are required to be provided by the Master Servicer to the Trustee,
the Certificate Administrator, the Depositor, the Directing Certificateholder, any AB Whole Loan Controlling Holder, any Loan-Specific
Directing Certificateholder, any Companion Holder, any Mortgage Loan Seller, any Rating Agency, the 17g-5 Information Provider,
the Operating Advisor, the Asset Representations Reviewer, the Special Servicer, the Risk Retention Consultation Party, any party
to an Other Pooling and Servicing Agreement or any other Person shall be provided by the Primary Servicer to the Master
Servicer or as otherwise directed by the Master Servicer;


 


(v)       the
Primary Servicer shall not be responsible for any mortgage loan pool-wide reporting, including, without limitation, the preparation
or delivery to any


 



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Person of any of the files or reports in the CREFC® reporting format (except as otherwise required to be
prepared by the Primary Servicer and delivered to the Master Servicer under this Agreement), or preparing, signing and filing
with the appropriate Person any reports, statements and information under the PSA;


 


(vi)      no
expense incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Primary
Servicer Accounts to the extent such expense is not chargeable to the Master Servicer;


 


(vii)     together
with the Master Servicer, no less often than on a monthly basis, the Primary Servicer shall, without charge, make a knowledgeable
Servicing Officer available to answer questions from the Directing Certificateholder regarding the performance and servicing of
the Mortgage Loans for which the Primary Servicer is responsible. The Primary Servicer shall condition such disclosure upon the
Master Servicer obtaining from the Directing Certificateholder entering into a reasonable and customary confidentiality agreement
reasonably acceptable to the Primary Servicer and Master Servicer regarding such disclosure to the Directing Certificateholder;
and


 


(viii)    subject
to Section 2.03(a)(xi) hereof, the Primary Servicer shall not take any actions under and shall immediately forward to the Master
Servicer any request which would qualify as a Special Servicer Decision or a Major Decision and shall provide written notice to
the Master Servicer of issues arising with respect to Special Servicer Decisions or Major Decisions; provided, however, subject
to any limitations set forth in this Agreement and the PSA, if the Special Servicer and Master Servicer agree that the Master
Servicer should process the Special Servicer Decision or the Major Decision, the Primary Servicer shall process such Special Servicer
Decision or Major Decision with respect to such Mortgage Loan.


 


(b)       the
Primary Servicer shall promptly notify the Master Servicer in writing upon discovery or receipt of notice by the Primary Servicer
of the occurrence of any event that causes, or with notice or the passage of time or both, would cause any Mortgage Loan to become
a Specially Serviced Loan in accordance with the definition of “Specially Serviced Loan” set forth in the PSA. Upon
the Master Servicer’s receipt of notice from the Special Servicer that a Specially Serviced Loan has become a Corrected
Loan, the Master Servicer shall promptly deliver notice thereafter to the Primary Servicer;


 


(c)       the
Primary Servicer shall promptly advise the Master Servicer of all material collection and customer service issues and furnish
the Master Servicer with copies of all written communications regarding such issues between the Primary Servicer and any Mortgagor
or any third party in connection with the Primary Servicer’s obligations hereunder;


 


(d)       on
or before 2:00 p.m. Central Time on each Primary Servicer Remittance Date, the Primary Servicer shall deliver to the Master Servicer
the Remittance Reports which reflect activity with respect to the Mortgage Loans through and including the close of business on
the date which is the Determination Date; and the Primary Servicer shall, to the extent necessary,


 



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deliver to the Master Servicer
a follow-up report in similar format which reflects additional activity with respect to the Mortgage Loans through and including
the date of any follow-up remittance;


 


(e)       on
or before 2:00 p.m. Central Time on each Primary Servicer Remittance Date, the Primary Servicer shall remit to the Master Servicer,
pursuant to wiring instructions from the Master Servicer, all amounts on deposit in the Collection Account maintained by the Primary
Servicer as of the close of business on the date which is one (1) Business Day prior to such Primary Servicer Remittance Date;
and the Primary Servicer shall remit to the Master Servicer within one (1) Business Day after receipt, any delinquent payments
received by the Primary Servicer on or after such Primary Servicer Remittance Date; and each of the foregoing remittances of funds
may be net of any Primary Servicing Fees due and payable to the Primary Servicer and payments in the nature of Additional Primary
Servicing Compensation;


 


(f)       on
or before the 10th day of the month following the last day of each calendar quarter, beginning with the third calendar
quarter of 2018, on a quarterly and annual basis each year, the Primary Servicer shall prepare and deliver to the Master Servicer
the Quarterly Reports;


 


(g)      on
a quarterly and annual basis each year, the Primary Servicer shall determine and analyze financial ratios and perform other financial
analysis required under the CREFC® Reporting Format and on or before the date that is thirty (30) days after receipt of the
related financial statements, prepare and deliver to the Master Servicer a report summarizing such analysis based upon the property
operating statements with respect to the related Mortgaged Property and the financial statements of the related Mortgagor and
each related guarantor collected by the Primary Servicer pursuant to PSA Section 3.12, which report shall be provided in electronic
format and shall be substantially in the form of the CREFC® Financial File included in the CREFC® Reporting Format (or
in such other reporting format as reasonably requested by the Master Servicer);


 


(h)       the
Primary Servicer shall prepare and use reasonable efforts to deliver to the Master Servicer within thirty (30) days of completion
of any inspection, the related Inspection Reports summarizing the results of any property inspections performed by the Primary
Servicer pursuant to PSA Section 3.12;


 


(i)        the
Primary Servicer shall provide the Master Servicer with such other information (in the Primary Servicer’s possession or
to the extent readily obtainable and as reasonably requested by the Master Servicer) with respect to the servicing of the Mortgage
Loans by the Primary Servicer hereunder in order for the Master Servicer to perform its duties under the PSA;


 


(j)        the
Primary Servicer shall (i) notify the Master Servicer in writing within five (5) Business Days after the Primary Servicer discovers
or receives notice alleging a Defect or a Breach or receives a 15Ga-1 Repurchase Request, a withdrawal of a 15Ga-1 Repurchase
Request or a rejection of a 15Ga-1 Repurchase Request and (ii) promptly provide to the Master Servicer a copy of any 15Ga-1 Repurchase
Request, withdrawal of a 15Ga-1 Repurchase Request or a rejection of a 15Ga-1 Repurchase Request received by the Primary Servicer;


 






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(k)       the
Primary Servicer shall not prepare and/or provide any CREFC® Schedule AL File or any Schedule AL Additional File; provided,
however, the Primary Servicer shall (i) promptly provide to the Master Servicer any documentation in the Primary Servicer’s
possession reasonably requested by the Master Servicer in connection with the Master Servicer’s preparation and compilation
of any CREFC® Schedule AL File or any Schedule AL Additional File and (ii) reasonably cooperate with the Master Servicer in
connection with the Master Servicer’s preparation and compilation of any CREFC® Schedule AL File or any Schedule AL
Additional File;


 


(l)        with
respect to letters of credit, if any, as the Master Servicer is required to hold original letters of credit under the PSA, the
Primary Servicer shall hold such original letters of credit if the Primary Servicer has (i) a vault or other adequate safety procedures
in place satisfactory to the Master Servicer, in its sole discretion, or (ii) outsourced such responsibility to a third party
vendor, which vendor shall be satisfactory to the Master Servicer, who has a vault or other adequate safety procedures in place
satisfactory to the Master Servicer, in its sole discretion;


 


(m)      pursuant
to the requirements under Section 11.15 of the PSA, the Primary Servicer shall promptly provide the Master Servicer with all updated
net operating income received by the Primary Servicer for any Mortgage Loan where the Mortgagor of such Mortgage Loan is a Significant
Obligor under the PSA, and the Primary Servicer shall fully cooperate with the Master Servicer in satisfying any of the Master
Servicer’s obligations related to such Significant Obligor under the PSA;


 


(n)       upon
the Master Servicer receiving notice that a Mortgage Loan has become an Excluded Controlling Class Loan under the PSA, the Master
Servicer will forward such notice to the Primary Servicer, then the Primary Servicer (prior to delivering any Excluded Information
to the Master Servicer) shall mark or label such information as “Excluded Information” and comply with all the requirements
set forth in the PSA with respect to such Excluded Controlling Class Loan;


 


(o)       with
respect to any request for materials by the Asset Representations Reviewer or a related Other Asset Representations Reviewer pursuant
to PSA Article XII regarding the Mortgage Loans, the Primary Servicer shall (i) promptly provide to the Master Servicer any documentation
in the Primary Servicer’s possession reasonably requested by the Master Servicer and (ii) reasonably cooperate with the
Master Servicer in order for the Master Servicer to comply with its related obligations under the PSA;


 


(p)       to
the extent that Primary Servicer is named in any Loan-Related Litigation relating to the Mortgage Loans, Primary Servicer shall
use best efforts to transfer, in accordance with Section 3.34 of the PSA, such Loan-Related Litigation to the Master Servicer
or the Special Servicer to handle and any such Loan-Related Litigation matter will be subject to the Litigation Control provisions
set forth in Section 3.34 of the PSA. If the Primary Servicer using best efforts is not able to transfer such Loan-Related Litigation,
then the Primary Servicer shall handle such Loan-Related Litigation in accordance with Section 3.34. The Primary Servicer shall
cooperate with the Master Servicer with respect to any Loan-Related Litigation under Section 3.34 of the PSA and prepare and provide
the Master Servicer with any reports and/or other documentation


 



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contemplated under Section 3.34 of the PSA all in accordance with
the provisions of Section 3.34 of the PSA; and


 


(q)       with
respect to all servicing responsibilities of the Master Servicer under the PSA which are not being performed by the Primary Servicer
hereunder, the Primary Servicer shall (i) reasonably cooperate with the Master Servicer to facilitate the timely performance of
such servicing responsibilities, (ii) promptly provide to the Master Servicer any documentation in the Primary Servicer’s
possession reasonably requested by the Master Servicer and (iii) reasonably cooperate with the Master Servicer in order for the
Master Servicer to comply with its related obligations under the PSA.


 


Section
3.02.     Portfolio Manager.


 


(a)       The
Primary Servicer shall designate a portfolio manager and other appropriate personnel to receive documents and communications from
the Master Servicer and to provide assistance to the Master Servicer consistent with the Master Servicer’s supervisory authority
over the Primary Servicer hereunder.


 


(b)       The
Master Servicer shall designate a portfolio manager and other appropriate personnel to receive documents and communications from
the Primary Servicer and to provide to the Primary Servicer information, materials and correspondence relating to the Mortgage
Loans and the related Mortgagors which may be necessary or appropriate to enable the Primary Servicer to perform its obligations
hereunder.


 


Section
3.03.     Maintenance of Errors and Omissions and Fidelity Coverage.


 


The
Primary Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement,
a fidelity bond and an errors and omissions insurance policy covering the Primary Servicer’s officers and employees acting
on behalf of the Primary Servicer in connection with its activities under this Agreement in form and amount which satisfies the
fidelity bond and errors and omissions insurance policy requirements under PSA Section 3.07(c). The Primary Servicer shall cause
to be delivered to the Master Servicer from time to time upon the Master Servicer’s request a certificate of insurance or
other evidence of such bond and insurance. The Primary Servicer shall promptly notify or cause its insurer to notify the Master
Servicer of any material change to such fidelity bond or errors and omissions insurance policy.


 


Section
3.04.     Delivery and Possession of Servicing Files.


 


The
Primary Servicer hereby acknowledges receipt of the Primary Servicing Files. The contents of each Primary Servicing File delivered
to the Primary Servicer are and shall be held in trust by the Primary Servicer for the benefit of the Trust Fund as the owner
thereof; the Primary Servicer’s possession of the contents of each Primary Servicing File so delivered is for the sole purpose
of servicing the related Mortgage Loan; and such possession by the Primary Servicer shall be in a custodial capacity only. The
Primary Servicer shall release its custody of the contents of any Primary Servicing File only in accordance with written instructions
from the Master Servicer, and upon the reasonable request of the Master Servicer, the Primary Servicer


 



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shall deliver to the Master
Servicer the Primary Servicing File or a copy of any document contained therein.


 


Section
3.05.     Annual Compliance Statements.


 


(a)       The
Primary Servicer shall, on or before February 24th (February 25th in the event of a leap year) of each year, commencing in February
2019, deliver to the Master Servicer an Officer’s Certificate, in a form that satisfies the requirements of Section 11.09
of the PSA (or such other form, similar in substance, as may be acceptable to the Depositor and the Master Servicer) stating,
as to the signer thereof, that (i) a review of such Primary Servicer’s activities during the preceding calendar year
or portion thereof and of such Primary Servicer’s performance under this Agreement has been made under such officer’s
supervision and (ii) to the best of such officer’s knowledge, based on such review, such Primary Servicer has fulfilled
all its obligations under this Agreement in all material respects throughout such year or portion thereof, or, if there has been
a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature
and status thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed
upon by the Master Servicer and Primary Servicer. Primary Servicer shall cooperate with the Master Servicer and/or the Depositor,
if any party consults with the Primary Servicer as to the nature of any failures by the Primary Servicer with respect to the Mortgage
Loans in the fulfillment of any of the Primary Servicer’s obligations hereunder. In any year that the Primary Servicer has
received written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) or
the Master Servicer that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other
Securitization for the preceding calendar year, the Primary Servicer shall not be required to deliver such statement until April
1 of such year.


 


(b)       In
the event the Primary Servicer is terminated or resigns pursuant to the terms of this Agreement, Primary Servicer shall provide
an annual statement of compliance pursuant to this Section 3.05 with respect to the period of time that Primary Servicer was subject
to this Agreement.


 


Section
3.06.     Annual Reports on Assessment of Compliance with Servicing Criteria.


 


(a)       On
or before February 24th (February 25th in the event of a leap year) of each year, commencing in February 2019, the Primary Servicer,
at its own expense, shall furnish to the Master Servicer a report substantially in a form that satisfies the requirements of Section
11.10 of the PSA, on an assessment of compliance with the Servicing Criteria applicable to it that complies in all material respects
with the requirements of Item 1122 of Regulation AB and contains (i) a statement by Primary Servicer of its responsibility
for assessing compliance with the Relevant Servicing Criteria, (ii) a statement that Primary Servicer used the Relevant Servicing
Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such Primary Servicer’s assessment of compliance
with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered by Form 10-K, including,
if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure
and the nature and status thereof, and (iv) a statement that a registered public accounting firm has issued an attestation
report on Primary Servicer’s assessment of compliance with the Relevant


 



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Servicing Criteria as of and for such period. Such
report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Master Servicer and Primary Servicer.


 


(b)       Each
such report shall be addressed to the Master Servicer and signed by an authorized officer of Primary Servicer, and shall address
the Relevant Servicing Criteria set forth in Section 11.10 of, and Exhibit Z to, the PSA. Primary Servicer shall cooperate with
the Master Servicer and/or the Depositor if either party consults with the Primary Servicer as to the nature of any material instance
of noncompliance with the Relevant Servicing Criteria.


 


(c)       In
any year that the Primary Servicer has received written confirmation from the Depositor (or,
in the case of an Other Securitization, the related Other Depositor) or the Master Servicer that a report on Form 10-K
is not required to be filed in respect of the Trust or the trust for any Other Securitization
for the preceding calendar year, the Primary Servicer shall not be required to deliver such assessments until April 1 of
such year.


 


(d)       Primary
Servicer hereby acknowledges and agrees that the Relevant Servicing Criteria set forth in Section 11.10 of, and Exhibit Z to,
the PSA is appropriately set forth with respect to Primary Servicer.


 


(e)       In
the event the Primary Servicer is terminated or resigns pursuant to the terms of this Agreement, Primary Servicer shall provide
an annual assessment of compliance pursuant to this Section 3.06, coupled with an attestation as required in Section 3.07 hereof
with respect to the period of time that Primary Servicer was subject to this Agreement.


 


Section
3.07.     Annual Independent Public Accountants’ Attestation Report.


 


(a)       On
or before February 24th (February 25th in the event of a leap year) of each year, commencing in February 2019, the Primary Servicer
shall, at its own expense, cause a registered public accounting firm and that is a member of the American Institute of Certified
Public Accountants to furnish a report to the Master Servicer to the effect that (i) it has obtained a representation regarding
certain matters from the management of Primary Servicer, which includes an assertion that Primary Servicer has complied with the
Relevant Servicing Criteria applicable to it and (ii) on the basis of an examination conducted by such firm in accordance
with standards for attestation engagements issued or adopted by the PCAOB, it is issuing an opinion as to whether Primary Servicer’s
assessment of compliance with the Relevant Servicing Criteria applicable to it was fairly stated in all material respects. In
the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it
was unable to express such an opinion. Each such related accountant’s attestation report shall be made in accordance with
Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for
general use and not contain restricted use language. Such report shall be provided in EDGAR-Compatible Format, or in such other
format agreed upon by the Master Servicer and Primary Servicer.


 


(b)       Primary
Servicer shall cooperate with the Master Servicer and/or the Depositor if either party consults with the Primary Servicer as to
the nature of any defaults by Primary Servicer in the fulfillment of Primary Servicer’s obligations hereunder.


 



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(c)       In
any year that the Primary Servicer has received written confirmation from the Depositor or the Master Servicer that a report on
Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year, the Primary Servicer shall not
be required to deliver such report until April 1 of such year.


 


Section
3.08.     Sarbanes-Oxley Certification.


 


(a)       On
or before February 24th (February 25th in the event of a leap year) of each year, commencing in February 2019, the Primary Servicer
shall provide to the Master Servicer a Performance Certification substantially in the form attached to the PSA as Exhibit Y-2,
on which the Master Servicer, the Certifying Person, the entity for which the Certifying Person acts as an officer (if the Certifying
Person is an individual), and each entity’s officers, directors and Affiliates (collectively the “Certification
Parties”) can reasonably rely. In addition, Primary Servicer shall execute a reasonable reliance certificate
to enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 3.05 hereof,
(ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 3.06 hereof and (iii) accountant’s
report provided pursuant to Section 3.07 hereof, and shall include a certification in the Performance Certification that each
such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants
of the Primary Servicer to enable such accountants to render the certificates provided for in Section 3.07 hereof. In
the event the Primary Servicer is terminated or resigns pursuant to the terms of this Agreement, the Primary Servicer shall provide
a certification to the Master Servicer for delivery to the Certifying Person pursuant to this Section 3.08 with respect
to the period of time it was subject to this Agreement. Each such Performance Certification shall be provided in EDGAR-Compatible
Format in substantially the form of Exhibit Y-2 to the PSA, or in such other format agreed upon by the Master Servicer and the
Primary Servicer. Notwithstanding the foregoing, nothing in this Section 3.08 shall require Primary Servicer (i) to
certify or verify the accurateness or completeness of any information provided to Primary Servicer by third parties, (ii) to
certify information other than to Primary Servicer’s knowledge and in accordance with Primary Servicer’s responsibilities
hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of
information called for in written reports prepared by Primary Servicer have been completed except as they have been left blank
on their face.


 


(b)       Notwithstanding
anything to the contrary contained in this Section 3.08, with respect to each year in which the Trust or
the trust for any Other Securitization, as applicable, is not subject to the reporting requirements of the Exchange Act,
Primary Servicer shall not be required to deliver any certification under this Section 3.08.


 


Section
3.09.     Delivery of Mortgage Loan Purchase Agreement.


 


Following
the Master Servicer’s receipt of the Mortgage Loan Purchase Agreement from the Depositor, the Master Servicer shall provide
a copy of such Mortgage Loan Purchase Agreement to the Primary Servicer.


 






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ARTICLE
IV.



Preservation of the REMICs.


 


The
Primary Servicer shall not take any action (whether or not authorized hereunder) as to which the Master Servicer has advised the
Primary Servicer in writing that it or the Trustee has received an Opinion of Counsel to the effect that an Adverse REMIC Event
or an adverse event with respect to the Grantor Trust could occur with respect to such action. Primary Servicer shall fully cooperate
with the Master Servicer in connection with avoiding (i) the imposition of a tax on any
portion of the Trust Fund, (ii) the failure of any Trust REMIC to qualify as a REMIC, or (iii) the failure of the Grantor Trust
to qualify as a grantor trust.


 


ARTICLE
V.



PRIMARY SERVICER’S COMPENSATION AND EXPENSES


 


Section
5.01.     Primary Servicing Compensation.


 


(a)       As
compensation for its activities hereunder, the Primary Servicer shall be entitled to receive (or retain from the Accounts, as
applicable) the Primary Servicing Fee. Anything herein to the contrary notwithstanding, the Primary Servicer shall be paid such
Primary Servicing Fee at such times as, and only to the extent that, the Master Servicer receives its Servicing Fee with respect
to each Mortgage Loan under the PSA. Except as provided below, any reductions in the Servicing Fee that may be required under
the PSA with respect to Prepayment Interest Shortfalls shall not affect the amount of the Primary Servicing Fee payable to the
Primary Servicer and, consequently, the Primary Servicer shall not be entitled to any Prepayment Interest Excess but shall be
entitled to recover unpaid Primary Servicing Fees to the extent the Master Servicer is permitted to do so under the PSA. In the
event of a breach of Section 2.03(a)(vii) by the Primary Servicer resulting in an obligation by the Master Servicer to pay a Prepayment
Interest Shortfall, the Primary Servicer shall on or before 1:00 p.m. New York City time on the Primary Servicer Remittance Date
following such breach, remit to the Master Servicer, pursuant to wiring instructions from the Master Servicer, the amount of any
such Prepayment Interest Shortfall provided that such amount shall not exceed the amount of such Prepayment Interest Shortfall
that the Master Servicer is required to pay with respect to the Mortgage Loans pursuant to PSA Section 3.17(a).


 


(b)      The
Primary Servicer shall also be entitled to retain, with respect to each related Mortgage Loan, as additional primary servicing
compensation (the “Additional Primary Servicing Compensation”), the following:


 


(i)        to
the extent received and to the extent the Master Servicer is entitled to retain such amounts under the PSA and subject to Section
5.01(c), 100% of the Master Servicer’s share of any assumption application fees and 50% of the Master Servicer’s share
of any defeasance fees;


 






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(ii)       100%
of the Master Servicer’s share of any charges for beneficiary statements and amounts collected for checks returned for insufficient
funds actually paid by the Mortgagor;


 


(iii)       to
the extent the Master Servicer is entitled to retain such amounts under the PSA and actually received such amounts, 100% of all
Penalty Charges paid by the related Mortgagor (to the extent the Primary Servicer is performing the related collection work and
to the extent not required to be offset against outstanding interest on Advances or certain additional Trust expenses set forth
in Section 3.11(d) of the PSA);


 


(iv)      to
the extent received and to the extent the Master Servicer is entitled to retain such amounts under the PSA and subject to Section
5.01(c) hereof, 50% of the Master Servicer’s share of any Excess Modification Fees, assumption fees, waiver fees, consent
and earnout fees, review fees and similar fees; and


 


(v)       subject
to PSA Section 3.06, any interest or other income earned on deposits in the related Primary Servicer Accounts; provided, however,
that the Primary Servicer shall be required to promptly remit to the Master Servicer any Additional Servicing Compensation and
other amounts received from or on behalf of any Mortgagor which the Primary Servicer is not entitled to retain under this paragraph.


 


The
Primary Servicer shall be entitled to 50% of the Master Servicer’s share of any fees received by the Master Servicer with
respect to any Special Servicer Decision and any Major Decision in connection with a Mortgage Loan regardless as to whether the
Primary Servicer processes such action or not. The Special Servicer will process all (A) Special Servicer Decisions (other than
the items listed in subclauses (A) or (B) of clause (e) of Special Servicer Decisions) and (B) Major decisions, unless the Master
Servicer and the Special Servicer mutually agree that the Master Servicer will process such Special Servicer Decision or Major
Decision. If the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall process such Special Servicer
Decision or Major Decision, the Primary Servicer shall process such Special Servicer Decision or Major Decision subject to the
Master Servicer’s consent and any other consent required under the PSA.


 


(c)       Except
as otherwise provided herein or in the PSA, the Primary Servicer shall pay all its overhead and similar expenses incurred by it
in connection with its servicing activities hereunder.


 


ARTICLE
VI.



THE MASTER SERVICER AND THE PRIMARY SERVICER


 


Section
6.01.     Primary Servicer Not to Assign; Merger or Consolidation of the Primary Servicer.


 


(a)       Except
as otherwise provided in Section 6.01(b) hereof, or in Sections 2.02 or 3.02 hereof, the Primary Servicer shall not assign this
Agreement for any reason or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof without
the prior


 



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written consent of the Master Servicer, which consent shall not be unreasonably withheld or delayed.


 


(b)       The
Primary Servicer shall not resign from its obligations and duties hereunder without giving the Master Servicer sixty (60) days
prior written notice thereof or such lesser notice as may be acceptable to the Master Servicer to enable the Master Servicer to
assume all of the Primary Servicer’s rights, powers, duties and obligations under this Agreement; provided, however, that
only fifteen (15) days prior written notice shall be required in connection with a resignation of the Primary Servicer as a result
of the Master Servicer’s failure to consent to any matters set forth in this Section 6.01.


 


(c)       The
Primary Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to
any Person, in which case any Person into which the Primary Servicer may be merged or consolidated, or any entity resulting from
any merger or consolidation to which the Primary Servicer shall be a party, or any Person succeeding to the business of the Primary
Servicer, shall be the successor of the Primary Servicer hereunder, provided that, in any such case, the Primary Servicer has
obtained the prior written consent of the Master Servicer, which shall not be unreasonably withheld or delayed, and such Person
meets the requirements of the PSA; provided, however, that the Master Servicer’s consent shall not be required if the Primary
Servicer is merged into or consolidated with a Qualified Affiliate or transfers all or substantially all of its assets to a Qualified
Affiliate. Notwithstanding the foregoing, the Primary Servicer may not remain the Primary
Servicer under this Agreement after (x) being merged or consolidated with or into any Person that is a Prohibited Party, or (y)
transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party, except to the extent (i)
the Primary Servicer is the surviving entity of such merger, consolidation or transfer and has been and continues to be in compliance
with its Regulation AB reporting obligations hereunder or (ii) the Master Servicer consents to such merger, consolidation or transfer.
Such successor shall be deemed to have assumed all of the liabilities of the Primary Servicer hereunder, and upon written
demand by the Master Servicer, such successor shall be required to promptly execute and deliver to the Master Servicer an agreement
which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition
to be performed and observed by the Primary Servicer under this Agreement from and after the date of such agreement. Notwithstanding
anything to the contrary, the Primary Servicer shall promptly notify the Master Servicer, the Certificate Administrator and the
Trustee in the event the Primary Servicer becomes an Affiliate of the Trustee.


 


Section
6.02.     Liability and Indemnification of the Primary Servicer and the Master Servicer.


 


(a)       None
of the Primary Servicer nor any partners, directors, officers, shareholders, members, managers, employees or agents of the Primary
Servicer (the “Primary Servicer Parties”) shall be under any liability to the Master Servicer for any action taken,
or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Primary Servicer Parties against losses resulting from any breach of its warranties
or representations made herein, or against any liability that would otherwise be imposed on the Primary Servicer by reason of
the Primary Servicer’s willful misconduct, bad faith or negligence (or by reason of any specific liability imposed on the
Primary Servicer pursuant to Section 2.01 hereof for a breach of the


 



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Accepted Primary Servicing Practices) in the performance
of its duties hereunder or by reason of its negligent disregard of its obligations or duties hereunder. Each indemnified
party hereunder shall give prompt written notice to the indemnitor of matters which may give rise to liability of such indemnitor
hereunder; provided, however, that failure to give such notice shall not relieve the indemnitor of any liability except to the
extent of actual prejudice. The Primary Servicer Parties may rely in good faith on any document of any kind which, prima facie,
is properly executed and submitted by any appropriate Person respecting any matters arising hereunder.


 


(b)       The
Primary Servicer Parties shall be indemnified and held harmless by the Master Servicer any and all claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred
in connection with any actual or threatened legal or administrative action (whether in equity or at law) or claim relating to
this Agreement (collectively, the “Losses”) incurred by Primary Servicer (i) resulting from (A) any breach by the
Master Servicer of a representation or warranty made by it herein or (B) the Master Servicer’s willful misconduct, bad faith
or negligence in the performance of its obligations and duties hereunder or negligent disregard of its obligations and duties
hereunder or (ii) that may be imposed on, incurred by or asserted against it in connection with, related to, or arising out of,
this Agreement or the transactions contemplated by this Agreement, other than any Losses incurred by the Primary Servicer (A)
that are specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof
or (B) incurred by reason of (1) a breach of any representation or warranty by the Primary Servicer, or (2) willful misconduct,
bad faith or negligence of the Primary Servicer in the performance of its respective obligations or duties hereunder or negligent
disregard of its respective obligations or duties under this Agreement; provided, however, that the indemnification under clause
(ii) above shall be strictly limited to any actual amount of indemnification received by the Master Servicer under the PSA as
a result of pursuing the Trust on behalf of the Primary Servicer for such indemnification. The Master Servicer agrees to
use reasonable efforts to pursue the Trust for any indemnification against any Losses incurred by the Primary Servicer under clause
(ii) above.


 


(c)       The
Primary Servicer shall be under no obligation to appear in, prosecute or defend any legal action unless such action is related
to its respective duties under this Agreement and, except in the case of a legal action the costs of which such party is specifically
required hereunder to bear, in its option does not involve it in any ultimate expense or liability for which it would not be reimbursed
hereunder.


 


(d)       The
Master Servicer and any partner, director, officer, shareholder, member, manager, employee or agent of the Master Servicer shall
be indemnified and held harmless by the Primary Servicer against any Losses incurred by the Master Servicer in connection with
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any
other costs, liabilities, fees and expenses incurred in connection with any actual or threatened legal or administrative action
(whether in equity or at law) or claim relating to this Agreement resulting from (i) any
breach by the Primary Servicer of a representation or warranty made by it herein or (ii) any willful misconduct, bad faith, fraud
or negligence by the Primary Servicer in the performance of its obligations or duties hereunder or by reason of negligent disregard
of such obligations or duties. The Master Servicer and any partner, director, officer, shareholder, employee, member, manager
or agent of the Master Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and
submitted


 



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by any appropriate Person (including, without limitation, the Special Servicer) respecting any matters arising hereunder.


 


(e)       The
Primary Servicer shall indemnify and hold harmless each Certification Party and the Master Servicer and any officers, directors
and Affiliates of the Master Servicer from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal
fees and expenses and related costs, judgments and any other costs, fees and expenses incurred by such indemnified party arising
out of (i) a breach of the Primary Servicer’s obligation to provide any of the annual compliance statements or annual assessment
of compliance with the servicing criteria or attestation reports pursuant to this Agreement, (ii) negligence, bad faith or willful
misconduct on its part in the performance of such obligations, (iii) any failure by Primary Servicer to comply with the obligations
of a Servicing Function Participant under the PSA, (iv) any failure by it, as a Servicer (as defined in Section 11.02(b)
of the PSA) to identify a Servicing Function Participant pursuant to Section 11.02(c) of the PSA; or
(v) delivery of any Deficient Exchange Act Deliverable.


 


In
addition, the Primary Servicer shall cooperate (and require each Servicing Function Participant and Additional Servicer retained
by it to cooperate under any applicable sub-subservicing agreement) with the Master Servicer, the Depositor and each Other Depositor
as necessary for the Master Servicer, the Depositor or such Other Depositor, as applicable, to conduct any reasonable due diligence
necessary to evaluate and assess any material instances of non-compliance disclosed in any of the deliverables required by the
applicable Reporting Requirements.


 


In
connection with comments provided to the Depositor or any Other Depositor from the Commission or its staff regarding information
(x) delivered by the Primary Servicer, (y) regarding the Primary Servicer, and (z) prepared by the Primary Servicer or any registered
public accounting firm, attorney or other agent retained by the Primary Servicer to prepare such information, which information
is contained in a report filed by the Depositor or any Other Depositor under the Reporting Requirements and which comments are
received subsequent to the Depositor’s or any Other Depositor’s filing of such report, upon receipt of such comments
from the Depositor or Other Depositor, as applicable, the Master Servicer shall promptly provide to the Primary Servicer any such
comments which relate to the Primary Servicer. Primary Servicer shall be responsible for timely preparing a written response to
the Commission or its staff for inclusion in the Depositor’s or any Other Depositor’s or the Master Servicer’s,
as applicable, response to the Commission or its staff, unless Primary Servicer elects, with the consent of the Depositor or Other
Depositor, as applicable, and the Master Servicer (which consent shall not be unreasonably denied, withheld or delayed), to directly
communicate with the Commission or its staff and negotiate a response and/or resolution with the Commission or its staff; provided
that if the Primary Servicer (or a sub-subservicer retained by the Primary Servicer) is a Servicing Function Participant or an
Additional Servicer, the Primary Servicer shall provide copies to the Master Servicer of all material communications pursuant
to this paragraph. If such election is made, the Primary Servicer shall be responsible for directly negotiating such response
and/or resolution with the Commission or its staff in a timely manner; provided, that (i) Primary Servicer shall use reasonable
efforts to keep the Depositor or any Other Depositor, as applicable, and the Master Servicer informed of its progress with the
Commission or its staff and copy the Depositor or Other Depositor, as applicable, and the Master 


 



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Servicer on all correspondence
with the Commission or its staff and provide the Depositor or any other Depositor, as applicable, and the Master Servicer with
the opportunity to participate (at the Depositor’s or any Other Depositors, as applicable, or Master Servicer’s, as
applicable, expense) in any telephone conferences and meetings with the Commission or its staff and (ii) the Master Servicer shall
cooperate with the Primary Servicer in order to authorize the Primary Servicer and its representatives to respond to and negotiate
directly with the Commission or its staff with respect to any comments received from the Commission or its staff relating to Primary
Servicer and to notify the Commission or its staff of such authorization. The Master Servicer and the Primary Servicer shall cooperate
and coordinate with each other with respect to any requests made to the Commission or its staff for any extension of time for
submitting a response or compliance. All reasonable out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor,
as applicable, and the Master Servicer (including reasonable legal fees and expenses of outside counsel to the Depositor or any
Other Depositor, as applicable, and the Master Servicer) in connection with the foregoing (other than those costs and expenses
required to be at the Depositor’s or any Other Depositor’s, as applicable, expense as set forth above) and any amendments
to any reports filed with the Commission or its staff therewith shall be promptly paid by the Primary Servicer upon receipt of
an itemized invoice from the Depositor or any Other Depositor, as applicable, and/or the Master Servicer, as applicable. The Primary
Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant or Additional Servicer retained
by it to comply with the foregoing by inclusion of similar provisions in the related sub-subservicing or similar agreement.


 


If
the indemnification provided for in this Section 6.02(e) is unavailable or insufficient to hold harmless any Certification Party,
the Depositor, the Master Servicer or any partners, directors, officers, shareholders, members, managers, employees or agents
of any Certification Party, the Depositor, or the Master Servicer, then the Primary Servicer shall contribute to the amount paid
or payable to the indemnified party as a result of the liability, claim, loss, cost (including reasonable attorney’s fees),
penalty, expense, judgment, fee, fine, forfeiture or damage of the indemnified party in such proportion as is appropriate to reflect
the relative fault of the indemnified party on the one hand and the Primary Servicer on the other in connection with a breach
of the Primary Servicer’s obligations pursuant to Article XI of the PSA, this Agreement or the Primary Servicer’s
negligence, bad faith or willful misconduct in connection therewith. The Primary Servicer shall cause any subservicer with which
it enters into a servicing relationship with respect to the Mortgage Loans to agree to the foregoing indemnification and contribution
obligations.


 


(f)       The
indemnification, exculpation, and other protections and provisions in this Section 6.02 shall survive the termination of this
Agreement or the resignation of the Master Servicer or the Primary Servicer.


 


Section
6.03.     Representations and Warranties.


 


The
Primary Servicer hereby represents, warrants and covenants to the Master Servicer that as of the date hereof:


 


(a)       The
Primary Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and is in


 



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compliance with the laws of each State (within the United States of America) in which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(b)       The
execution and delivery of this Agreement by the Primary Servicer, and the performance and compliance with the terms of this Agreement
by the Primary Servicer, do not (i) violate the Primary Servicer’s organizational
documents, (ii) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable
to it or any of its assets or (iii) violate any law, rule, regulation, order, judgment or decree to which the Primary Servicer
or its property is subject, which, in the case of either (ii) or (iii), is likely to materially and adversely affect either the
ability of the Primary Servicer to perform its obligations under this Agreement or its financial condition;


 


(c)       The
Primary Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(d)       This
Agreement, assuming due authorization, execution and delivery by the Master Servicer, constitutes a valid, legal and binding obligation
of the Primary Servicer, enforceable against the Primary Servicer in accordance with the terms hereof, subject to (i) applicable
bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial companies”
(as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (ii) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(e)       The
Primary Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Primary Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Primary Servicer to
perform its obligations under this Agreement or the financial condition of the Primary Servicer;


 


(f)       No
litigation is pending or, to the best of the Primary Servicer’s knowledge, threatened against the Primary Servicer which
would prohibit the Primary Servicer from entering into this Agreement, or, in the Primary Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Primary Servicer to perform its obligations under this
Agreement;


 


(g)       No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Primary Servicer of, or compliance by the
Primary Servicer with, this Agreement or the Primary Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders,


 



    20 


     


    

 


qualifications, registrations, filings or notices as have been obtained,
made or given prior to the actual performance by the Primary Servicer of its obligations under this Agreement or (B) where the
lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material
adverse effect on the performance by the Primary Servicer under this Agreement;


 


(h)     The
Primary Servicer has examined each primary servicing or sub-subservicing agreement relating to the Mortgage Loans to which it
is a party, and shall examine each primary servicing or sub-subservicing agreement relating to Mortgage Loans to which it intends
to become a party, and in each such case, the terms of such primary servicing or sub-subservicing agreements, as applicable, are
not, or, in the case of any primary servicing or sub-subservicing agreement to be entered into by such Primary Servicer at a future
date, will not be, materially inconsistent with the terms of this Agreement;


 


(i)       Each
officer and employee of the Primary Servicer that has responsibilities concerning the servicing and administration of Mortgage
Loans is covered by errors and omissions insurance and the fidelity bond maintained by the Primary Servicer in the amounts and
with the coverage required by PSA Section 3.07 or the Primary Servicer self-insures for such errors and omissions coverage in
compliance with the requirements of PSA Section 3.07; 


 


(j)       The
Primary Servicer is not an Affiliate of the Trustee and is not a Prohibited Party; and


 


(k)       The
Primary Servicer is not Risk Retention Affiliated with the Retaining Party.


 


The
Master Servicer hereby makes, ratifies, and confirms to the Primary Servicer each of the representations and warranties made by
the Master Servicer in Section 6.01(a) of the PSA as of the Closing Date.


 


The
foregoing representations and warranties shall survive the execution and delivery of this Agreement. Upon discovery by either
the Master Servicer or the Primary Servicer of a breach of any of the foregoing representations and warranties, the party discovering
such breach shall give prompt written notice thereof to the other party.


 


ARTICLE
VII.



PRIMARY SERVICER TERMINATION EVENTS; TERMINATION


 


Section
7.01.     Primary Servicer Termination Events; Primary Servicer Non-Affiliate Covenant.


 


(a)       “Primary
Servicer Termination Event”, wherever used herein with respect to any Primary Servicer, means any one of the following events:


 


(i)       any
failure by the Primary Servicer to remit to the Primary Servicer Accounts, or to remit to the Master Servicer, any amount required
to be so remitted by the Primary Servicer pursuant to and in accordance with this Agreement, which failure continues unremedied
for one (1) Business Day


 



    21 


     


    

 


following the date on which such deposit or remittance was required to be made; or


 


(ii)       any
failure on the part of the Primary Servicer duly to observe or perform in any material respect any of its other covenants or obligations
on the part of the Primary Servicer contained in this Agreement in all material respects, which failure, in either event, continues
unremedied for a period of twenty (20) days (or (A) with respect to any year that a report on Form 10-K is required to be filed,
three (3) Business Days with respect to Primary Servicer’s obligations contemplated by Article XI of the PSA, or (B) ten
(10) days in the case of a failure to pay the premium for any property insurance policy required to be maintained hereunder) after
the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Primary Servicer
by the Master Servicer, provided, however, if such failure is capable of being cured and the Primary Servicer is diligently
pursuing such cure, such period will be extended an additional twenty (20) days; provided, further, however, that such
extended period will not apply to the obligations regarding Exchange Act reporting; or


 


(iii)      any
breach on the part of the Primary Servicer of any representation or warranty contained in Section 6.03 hereof, which materially
and adversely affects the interests of any Class of Certificateholders or holders of any related Serviced Pari Passu Companion
Loan and which continues unremedied for a period of twenty (20) days after the date on which notice of such breach, requiring
the same to be remedied, shall have been given to the Primary Servicer by the Master Servicer, provided, however, that if such
breach is capable of being cured and the Primary Servicer is diligently pursuing such cure, such twenty (20) day period shall
be extended for an additional thirty (30) days; or


 


(iv)      a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Primary Servicer and such
decree or order shall have remained in force undischarged, undismissed or unstayed for a period of fifty (50) days; or


 


(v)       the
Primary Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy,
in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Primary
Servicer, or of or relating to all or substantially all of its property; or


 


(vi)      the
Primary Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the


 



    22 


     


    

 


benefit of its creditors, or voluntarily
suspend payment of its obligations or take any corporate action in furtherance of the foregoing; or


 


(vii)     either
of Moody’s or KBRA (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating Agency)
has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates (or Serviced Pari Passu
Companion Loan Securities, as applicable), or (B) placed one or more Classes of Certificates (or Serviced Pari Passu Companion
Loan Securities, as applicable) on “watch status” in contemplation of a ratings downgrade or withdrawal (and in the
case of clause (A) or (B), such action has not been withdrawn by Moody’s or KBRA within 60 days of such rating action) and,
in the case of either of clauses (A) or (B), such Rating Agency publicly cited servicing concerns with the Master Servicer (because
of actions of the Primary Servicer) or the Primary Servicer as the sole or a material factor in such rating action; or


 


(viii)    the
Primary Servicer is no longer rated at least “CPS3” as a primary servicer by Fitch and such rating is not reinstated
within sixty (60) days of the delisting; or


 


(ix)       a
Servicer Termination Event (as defined in the PSA) by the Master Servicer under PSA Section 7.01 which Servicer Termination Event
occurred as a result of the direct failure of the Primary Servicer to perform any obligation required hereunder; or


 


(x)       the
failure of the Primary Servicer to comply with any of the requirements under Sections 3.05, 3.06, 3.07 and 3.08 of this Agreement
applicable to such Primary Servicer, including the failure to deliver any reports or certificates at the time such report or certification
is required under Sections 3.05, 3.06, 3.07 and 3.08, which failure continues for five (5) day after written notice thereof; or


 


(xi)       subject
to Section 11.17 of the PSA, any failure by the Primary Servicer to comply with any of the requirements under Article XI of the
PSA applicable to the Primary Servicer, including the failure to deliver any reports, certificates or disclosure information under
the Exchange Act or under the rules and regulations promulgated under the Exchange Act, at the time such report, certification
or information is required under Article XI; or


 


(xii)      any
failure by the Primary Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation
AB under any other pooling and servicing agreement relating to any other series of certificates offered by the Depositor;


 


then,
and in each and every case, so long as an Primary Servicer Termination Event shall not have been remedied, the Master Servicer
may, by notice in writing to the Primary Servicer, in addition to whatever rights the Master Servicer may have at law or in equity,
including injunctive relief and specific performance, immediately terminate all of the rights and


 



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obligations of the Primary Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof, subject to Section 7.02 hereof, without the Master
Servicer incurring any penalty or fee of any kind whatsoever in connection therewith. Except as otherwise expressly provided in
this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall
be cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such
right or remedy or shall be deemed to be a waiver of any Primary Servicer Termination Event. On or after the receipt by the Primary
Servicer of such written notice of termination from the Master Servicer, all authority and power of the Primary Servicer in this
Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Master Servicer, and the
Primary Servicer agrees to cooperate with the Master Servicer in effecting the termination of the Primary Servicer’s responsibilities
and rights hereunder, including, without limitation, the remittance of funds and the transfers of the Primary Servicing Files
as set forth in Section 7.02. Notwithstanding the foregoing, upon any termination of the Primary Servicer, the Primary Servicer
will be entitled to receive all accrued and unpaid Primary Servicing Fees and Additional Primary Servicing Compensation through
the date of termination.


 


(b)       Upon
discovery by the Primary Servicer of any Primary Servicer Termination Event (but regardless of whether any notice has been given
as provided in this Agreement or any cure period provided herein has expired), the Primary Servicer shall give prompt written
notice thereof to the Master Servicer.


 


(c)       The
Master Servicer may waive in writing any default by the Primary Servicer in the performance of its obligations hereunder and its
consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Primary Servicer Termination
Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend
to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived.


 


(d)       The
Primary Servicer shall not be or become Risk Retention Affiliated with or a Risk Retention Affiliate of the Retaining Party or
any Subsequent Third Party Purchaser. If the Primary Servicer is or becomes Risk Retention Affiliated with or a Risk Retention
Affiliate of the Retaining Party or any Subsequent Third Party Purchaser, the Primary Servicer shall promptly notify the Master
Servicer and the Primary Servicer shall be terminated as Primary Servicer under this Agreement pursuant to Section 7.02(a)(ii)
below.


 


Section
7.02.     Termination of Agreement.


 


(a)       This
Agreement shall be terminated with respect to the Primary Servicer:


 


(i)        pursuant
to Section 3.20 of the PSA and Section 7.01 hereof, if the Master Servicer elects to terminate the Primary Servicer following
a Primary Servicer Termination Event (except as provided in clause (iii) below);


 


(ii)       promptly
following the Primary Servicer being or becoming Risk Retention Affiliated with or a Risk Retention Affiliate of the Retaining
Party or any Subsequent Third Party Purchaser;


 






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(iii)       immediately
by the Master Servicer (or at the Depositor’s request to the extent that the Depositor has the right to request termination
of the Primary Servicer under the PSA) pursuant to Section 7.01(a)(xi) and (xii) hereof
and PSA Section 3.20(a)(ix);


 


(iv)      upon
resignation by the Primary Servicer as provided in Section 6.01 hereof;


 


(v)       with
respect to any Mortgage Loan, in the event such Mortgage Loan is substituted or defeased pursuant to PSA Sections 2.03 and 3.18;


 


(vi)      at
the option of the Master Servicer in its sole discretion with respect to any Mortgage Loan in the event such Mortgage Loan is
purchased or repurchased pursuant to PSA Section 2.03, 3.16 or 9.01; or


 


(vii)      if
the Master Servicer’s responsibilities and duties as Master Servicer under the PSA have been assumed by the Trustee, and
the Trustee exercises it right to terminate the Primary Servicer pursuant to PSA Section 3.20. For the avoidance of doubt, this
Agreement shall constitute a “Sub-Servicing Agreement” as defined under the PSA and Primary Servicer shall be deemed
an “Initial Sub-Servicer” as defined under the PSA.


 


(b)       If
the Master Servicer’s responsibilities and duties as Master Servicer under the PSA have been assumed by the Trustee, the
Trustee shall, without act or deed on the part of the Trustee, succeed to all of the rights and obligations of the Master Servicer
under this Agreement as provided in PSA Section 3.20, and the Primary Servicer shall be bound to the Trustee under all of the
terms, covenants and conditions of this Agreement with the same force and effect as if the Trustee was originally the Master Servicer
under this Agreement; and the Primary Servicer does hereby attorn to the Trustee, as the Master Servicer hereunder, said attornment
to be effective and self-operative without the execution of any further instruments on the part of any of the parties hereto immediately
upon the Trustee succeeding to the interest of the Master Servicer hereunder. The Primary Servicer agrees, however, upon written
demand by the Trustee to promptly execute and deliver to the Trustee an instrument in confirmation of the foregoing provisions,
satisfactory to the Trustee, in which the Primary Servicer shall acknowledge such attornment and shall confirm to the Trustee
its agreement to the terms and conditions of this Agreement. References to the Trustee in this Section 7.02(b) shall be deemed
to include the Trustee’s designee or any other successor to the Master Servicer.


 


(c)       Termination
pursuant to this Section or as otherwise provided herein shall be without prejudice to any rights of the Master Servicer or the
Primary Servicer which may have accrued through the date of termination hereunder, including rights to be paid and reimbursed
any outstanding Primary Servicing Fees and Additional Primary Servicing Compensation. In connection with any such termination,
the terminated Primary Servicer shall (i) remit all funds in the related Primary Servicer Accounts to the Master Servicer or such
other Person designated by the Master Servicer, net of accrued Primary Servicing Fees and Additional Primary Servicing Compensation
through the termination date which are due and payable to the Primary Servicer, (ii) deliver all related Primary Servicing Files
to the Master Servicer or to Persons designated by


 



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the Master Servicer, and (iii) fully cooperate with the Master Servicer to
effectuate an orderly transition of the servicing of the related Mortgage Loans. All rights of the terminated Primary Servicer
relating to the following after such termination shall continue in full force and effect until payment or other satisfaction in
accordance with this Agreement or termination of the Trust: (y) indemnification pursuant to Section 6.02 hereof; and (z) the payment
of its Primary Servicing Fees and Additional Primary Servicing Compensation which in any such case accrued under the terms of
this Agreement on or before the date of such termination shall continue in full force and effect until payment or other satisfaction
in accordance with this Agreement.


 


ARTICLE
VIII.



MISCELLANEOUS PROVISIONS


 


Section
8.01.     Rating Agency Communications.


 


(a)       The
Primary Servicer shall not provide any information directly to, or communicate with, either orally or in writing, any Rating Agency
or any NRSRO regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s or NRSRO’s surveillance
of the Certificates or Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency or
NRSRO regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s or NRSRO’s surveillance of
the Certificates and requests for Rating Agency Confirmation. All such information will be provided by, and all such communications,
responses and requests will be made by, the Master Servicer in accordance with the procedures required by the PSA. To the extent
that the Master Servicer is required to provide any information to, or communicate with, any Rating Agency or NRSRO in accordance
with its obligations under the PSA and such information or communication is regarding the Mortgage Loans or the primary servicing
by the Primary Servicer under this Agreement, the Primary Servicer shall provide the information to the Master Servicer necessary
for the Master Servicer to fulfill such obligations. The Primary Servicer shall have no liability with regard to the Master Servicer’s
failure to provide to the Depositor or any other party any information, reports and certificates the Master Servicer is required
to delivery under the PSA unless such failure is the result of the Primary Servicer’s failure to meet its obligations hereunder.
None of the foregoing restrictions in this Agreement shall prohibit or restrict oral or written communications, or providing information,
between the Primary Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such
Rating Agency’s or NRSRO’s review of the ratings it assigns to the Primary Servicer, (ii) such Rating Agency’s
or NRSRO’s approval of the Primary Servicer as a commercial mortgage master, special or primary servicer or (iii) such
Rating Agency’s or NRSRO’s evaluation of the Primary Servicer’s servicing operations in general; provided, that
the Primary Servicer shall not provide any information relating to the Certificates or the Mortgage Loans to any Rating Agency
or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and
other deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information Provider
and has been uploaded on to the 17g-5 Information Provider’s Website; or (z) the Rating Agency confirms in writing that
it does not intend to use such information in undertaking credit rating surveillance with respect to the Certificates; provided,
however, that the Rating Agencies may use information delivered in reliance on the certification provided in this clause (z) for
any purpose to the extent it is publicly available (unless the


 



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availability results from a breach of this Agreement, the PSA or
any other confidentiality agreement to which such rating agency is subject) or comprised of information collected by the applicable
Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s website such
Rating Agency has access to) (in each case, subject to any agreement governing the use of such information, including any engagement
letter with the Depositor or any other applicable depositor) other than pursuant to Section 3.13(i) of the PSA or this Section
8.01(a).


 


(b)       The
Primary Servicer hereby expressly agrees to indemnify and hold harmless the Master Servicer and its respective officers, directors,
shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified
Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures
or other expenses (including reasonable legal fees and expenses), joint or several, to which any such Indemnified Party may become
subject, under the Securities Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities,
damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and
expenses) arise out of or are based upon the Primary Servicer’s breach of this Section 8.01 (including, without limitation,
a determination by a Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof
pursuant to Exchange Act Rule 17g-5(a)(3), but solely to the extent such determination is caused by a breach of this Section 8.01
by the Primary Servicer), and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred.


 


Section
8.02.     Amendment.


 


This
Agreement contains the entire agreement between the parties relating to the subject matter hereof, and may be amended from time
to time by the Master Servicer and the Primary Servicer only by written agreement executed by the party or parties against whom
the enforcement of such amendment is sought. Master Servicer shall not consent to any modification to the PSA in any manner which
would increase the obligations or limit the rights of the Primary Servicer under the PSA or under this Agreement without the prior
written consent of the Primary Servicer (which consent shall not be unreasonably withheld).


 


Section
8.03.     Governing Law; Waiver of Jury Trial; Submission to Jurisdiction.


 


(a)       THIS
AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO
THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF
LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL
APPLY TO THIS AGREEMENT.


 






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(b)       EACH
OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE
FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN
ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW;
AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR
NOTICES HEREUNDER.


 


(c)       THE
PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
8.04.     Notices.


 


All
demands, notices and communications hereunder shall be in writing and addressed in each case as follows:


 


(a)       if
to the Primary Servicer, at:


 


KeyBank
National Association





11501
Outlook Street, Suite #300


Overland
Park, KS 66211


Attention:
Diane Haislip


Facsimile
No.: (877) 379-1625





Email:
michael_a_tilden@keybank.com


 


with
a copy to:


 


Polsinelli
PC





900
West 48th Place, Suite 900





Kansas
City, Missouri 64112





Attn:
Kraig M. Kohring





Facsimile
No.: (816) 753-1536





Email:
kkohring@polsinelli.com


 


(b)       if
to the Master Servicer:


 


by
U.S. Mail at:


 


Midland
Loan Services, a Division of PNC Bank, National Association


 






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P.O.
Box 25965 


Shawnee
Mission, KS 66225-5965


Attention:
Executive Vice President - Division Head


Facsimile
No.: 1-888-706-3565


Email:
NoticeAdmin@midlandls.com and


MLSSubservicergroup@midlandls.com


 


or
by delivery to:


 


Midland
Loan Services, a Division of PNC Bank, National Association





10851
Mastin, Suite 300





Overland
Park, KS 66210





Attention:
Executive Vice President - Division Head


 


with
a copy to:


 


Stinson
Leonard Street LLP 


1201
Walnut Street





Suite
2900 


Kansas
City, Missouri 64106-2150





Attn:
Kenda K. Tomes 


Facsimile
No.: (816) 412-9338


 


Any
of the above-referenced Persons may change its address for notices hereunder by giving notice of such change to the other Persons.
All notices and demands shall be deemed to have been given at the time of the delivery at the address of such Person for notices
hereunder if personally delivered, mailed by certified or registered U.S. mail, postage prepaid, return receipt requested, or
sent by overnight courier or telecopy. Any notice required to be delivered under this Agreement may be provided electronically
(including by electronic mail).


 


(c)       To
the extent that any demand, notice or communication hereunder is given to any Primary Servicer by a Responsible Officer of the
Master Servicer, such Responsible Officer shall be deemed to have the requisite power and authority to bind the Master Servicer
with respect to such communication, and any Primary Servicer may conclusively rely upon and shall be protected in acting or refraining
from acting upon any such communication. To the extent that any demand, notice or communication hereunder is given to the Master
Servicer by a Responsible Officer of any Primary Servicer, such Responsible Officer shall be deemed to have the requisite power
and authority to bind the Primary Servicer with respect to such communication, and the Master Servicer may conclusively rely upon
and shall be protected in acting or refraining from acting upon any such communication.


 


Section
8.05.     Consistency with PSA; Severability of Provisions.


 


This
Agreement shall be subject to the provisions of the PSA, which provisions shall be paramount and controlling and shall supersede
the provisions of this Agreement to the extent of any conflicts or inconsistencies. If one or more of the provisions of this Agreement
shall be for any reason whatever held invalid or unenforceable or shall be determined to be inconsistent


 



    29 


     


    

 


with the PSA, such provisions
shall be deemed severable from the remaining covenants, agreements and provisions of this Agreement and such invalidity or unenforceability
shall in no way affect the validity or enforceability of such remaining provisions or the rights of any parties hereto. To the
extent permitted by law, the parties hereto hereby waive any provision of law that renders any provision of this Agreement invalid
or unenforceable in any respect.


 


Section
8.06.     Inspection and Audit Rights.


 


The
Primary Servicer agrees that, on reasonable prior notice, it will permit any representative of the Master Servicer, during the
Primary Servicer’s normal business hours, reasonable access at its principal servicing offices to examine all books of account,
records, reports and other documents of the Primary Servicer relating to the Mortgage Loans, to make copies and extracts therefrom,
to cause such books to be audited by accountants selected by the Master Servicer, and to discuss matters relating to the Mortgage
Loans with the Primary Servicer’s officers and employees.


 


Section
8.07.     Protection of Confidential Information.


 


The
Primary Servicer shall keep confidential and shall not divulge to any party, without the Master Servicer’s prior written
consent (which shall not be unreasonably withheld or delayed), any information pertaining to the Mortgage Loans, the Mortgaged
Properties or the Mortgagors except to the extent that the Primary Servicer provides prior written notice to the Master Servicer
and (a) it is appropriate for the Primary Servicer to do so (i) in working with legal counsel, auditors, other advisors, taxing
authorities or other governmental agencies, (ii) in accordance with Accepted Primary Servicing Practices or (iii) when required
by any law, regulation, ordinance, court order or subpoena or (b) the Primary Servicer is disseminating general statistical information
relating to the mortgage loans being serviced by the Primary Servicer (including the Mortgage Loans) so long as the Primary Servicer
does not identify the owner of the Mortgage Loans or the Mortgagors.


 


Section
8.08.     Binding Effect; No Partnership; Counterparts.


 


Subject
to Section 6.01 hereof, with respect to the Primary Servicer, the provisions of this Agreement shall be binding upon and inure
to the benefit of the respective successors and assigns of the parties hereto. Nothing herein contained shall be deemed or construed
to create a partnership or joint venture between the parties hereto, and the services of the Primary Servicer shall be rendered
as an independent contractor for the Master Servicer. For the purpose of facilitating the execution of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts
shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.


 


Section
8.09.     Third Party Beneficiaries.


 


The
Trustee (for the benefit of the Certificateholders and the related Companion Holder (if applicable)) and the Trustee (as holder
of the Lower-Tier Regular Interests) shall be a third party beneficiary under this Agreement, but (except to the extent the Trustee
or its designee assumes the obligations of the Master Servicer hereunder in accordance with PSA Sections 3.20


 



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and 7.02), none
of the Trust, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Special
Servicer, any successor master servicer, any successor special servicer or any Certificateholder (or the related Companion Holder,
if applicable) shall have any duties under this Agreement or any liabilities arising from this Agreement.


 


Section
8.10.     Article and Section Headings.


 


The
article and section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning
thereof.


 


Section
8.11.     Non-Solicitation


 


Without
the prior written consent of the Primary Servicer (or as discussed below), the Master Servicing Group (as defined below) shall
not disclose to any Person employed by the Master Servicer or an Affiliate thereof that is part of a business unit that originates
or refinances mortgage loans any information that the Master Servicing Group has received or obtained or generated or is otherwise
in its possession as a result of its acting as Master Servicer under the PSA (including any information received from the Special
Servicer if the Master Servicer and the Special Servicer are the same party). In addition, without the prior written consent of
the Primary Servicer, the Master Servicing Group shall not take any direct or indirect action, nor will it direct a third party
to take any action, to refinance or solicit the refinancing of any Mortgage Loan except in performance of its duties as Master
Servicer under the PSA. For purposes of this Section 8.11, the “Master Servicing Group” shall mean the business unit
of the Master Servicer (which, with respect to PNC Bank, National Association, is called Midland Loan Services, a Division of
PNC Bank, National Association) that is in the business of master servicing and/or primary servicing commercial multifamily mortgage
loans that are in securitizations. Notwithstanding the foregoing, the following shall not constitute violations of this Section
8.11: (i) dissemination of information or reports as contemplated by the PSA, (ii) promotions or contacts undertaken by the Master
Servicer or any Affiliate of the Master Servicer which are directed to commercial mortgage loan borrowers, originators and mortgage
brokers generally, which promotions, in each case, are based upon information that has been acquired from a source other than
the Master Servicing Group, including, commercially acquired mailing lists or information generally available in the public domain,
(iii) actions taken in connection with serving the refinancing needs of a Mortgagor who, without such solicitation by the Master
Servicer as described in the second preceding sentence, contacts the Master Servicer in connection with the refinance of such
Mortgage Loan, (iv) actions taken or communications made by the Master Servicing Group in connection with the sale of a Specially
Serviced Loan or (v) contacts or solicitations based on information that has been made available in the public domain by a source
other than the Master Servicing Group and not by reason of any action or inaction by the Master Servicing Group, or that was independently
developed or already in possession of the Master Servicing Group or the Master Servicer or its Affiliates without accessing information
acquired in connection with duties as Master Servicer under the PSA.


 


[SIGNATURE
PAGES TO FOLLOW]


 




    31 


     


    

IN
WITNESS WHEREOF, the Master Servicer and the Primary Servicer have caused this Agreement to be duly executed by their respective
officers thereunto duly authorized as of the date first above written.


 





	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        
	 	 	 
	 	By:	/s/ David A. Eckels
	 	Name: David A. Eckels
	 	Title:   Senior Vice President
	 	 
	 	(“Master
Servicer”)


  


[SIGNATURE
AND NOTICE ADDRESS PAGES AND MORTGAGE LOAN





SCHEDULES
FOR THE PRIMARY SERVICER TO FOLLOW]


 


KeyBank-Midland
Primary Servicing Agreement – UBS 2018-C11 – Midland Signature Page


 




     


     


    







	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION
	 	 	 
	 	By: 	/s/ Michael A. Tilden
	 	Name: 	Michael A. Tilden
	 	Title: 	Vice President






 


(“Primary
Servicer”)


 


KeyBank-Midland
Primary Servicing Agreement – UBS 2018-C11 – KeyBank Signature Page




     


     


    

 


Mortgage
Loan Schedule


 


	Property
    Name	Principal
    Balance	Primary
    Servicing Fee Rate

    (basis points)
	Henrietta
    Plaza	$
    17,143,414.86	1.00



 


KeyBank-Midland
Primary Servicing Agreement – UBS 2018-C11 – Mortgage Loan Schedule


 



     


     


    

 


EXHIBIT
“A”


 


(Inspection Reports) 


 


(see
attached)


 




    	A-1



    	 



    

 


	 	 	 	 	 
	  	Mortgage
                                         Bankers Association
	Version:
        1.22
	  	Property
                                         Inspection Workbook Tools
	  	  
	  	  	  	  
	 
    	 General
    Purpose Tools 	 
    	 
    	 
    
	  	  	  	  
	 	 	 	 
	 
    	Select Check Spelling
                                                                  to run Excel’s spell checker 

on all property inspection worksheets.
		 
    
	  	  	  	  
	  	  	  	  
	 	Select Print
        to display the MBA Property Inspection

        worksheet selection form where you can select the

        worksheet(s) to
print.
		 
	 
    	 	  	 
    


  


	 
    	 Company
    Logo 	 
    	 
    	 
    
	  	  	  	  




	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	 See
                                         MBA Reference Guide for Property Inspection Report for instructions to insert logo



 



    B-2


     


    

 


MBA
INSPECTION FORM KEY 


	 	 
	Mortgage
    Bankers Association
	Standard
    Property Inspection Form Definitions
	For
    additional information, please refer to the MBA Inspections White Paper
	Ratings
    Definitions
	1	New
    or like new condition
All
    major building components are new or like new
All vacant units/space are rent ready
    & reflect the highest current market standards
No deferred maintenance items (only
    routine maintenance)
No life safety or code violations exist
Positive
    impact to marketability
Deferred Maintenance and Life Safety – No actions
    are required
	2	Above
    average condition for the property’s age and market, minimal wear and tear
All
    major building components in functional condition
All vacant units/space are rent
    ready or in the process of being made rent ready
No deferred maintenance items (only
    routine maintenance)
No life safety or code violations exist
No
    impact to marketability
Deferred Maintenance and Life Safety – No actions are
    required
	3	Normal condition
        for the property’s age and market, general wear and tear.

        All major building components in functional condition

        Most vacant units or space are rent ready or in the process of being made rent ready

        Minimal deferred maintenance and routine maintenance items with costs that can be funded
        by normal operations

        No/minor life safety or code violations exist

        No impact to marketability

        Deferred Maintenance and Life Safety - Appropriate actions are planned or in progress

	4	Deteriorating condition
        for the property’s age and market

        A building component is not in fully functional condition

        Few rent-ready units or space

        Limited major deferred maintenance &/or numerous minor deferred maintenance items

        Some life safety or code violations exist

        Negative impact to marketability

        Deferred Maintenance and Life Safety - Actions are not addressed as quickly as
        required and/or further action is necessary, additional monitoring may be appropriate 

	5	Inferior
    conditions
Multiple building
    components non-functional
Vacant units or space are in poor to down condition
Severe
    deferred maintenance items
Multiple life safety or code violations exist
Negative
    impact to marketability
Deferred Maintenance and Life Safety – No Action taken
    and/or further action is necessary – additional monitoring is appropriate
	 Not
 Applicable	No
    components exist (therefore, no rating is possible)
	 Not
    
 Accessible	No
    component was visible due to inability to view the condition based on access, life safety, weather conditions or other blockages.
Deferred
    maintenance items can not be determined based on lack of access
Further action or
    review may be required


  


	Copyright 2008 Mortgage Bankers Association,
    Washington, DC	


 



    B-3


     


    

 


General
Info




	  	  	  	  	  	  	  	  	  
	Company
    Name/Logo	  	Standard
    Inspection Form
	  	  	  	  	  	  	  	  	  
	 Inspection Date	 
    	 
    	Time   	 
    	  	Property City	 
    	 
    
	 Loan Number	 
    	  	  	  	  	Property State/Country	 
    	/                    
	 Property Name	 
    	  	  	  	  	Overall Property Rating	 
    	 
    
	  	  	  	  	  	  	  	  	  
	 Servicer,
    Loan and Contact Information
	 Servicer Name	 
    	  	  	  	  	Contact Company	 
    	 
    
	 Owner of Loan	 
    	  	  	  	  	Contact Name	 
    	                /
	 Investor Number	 
    	     	  	  	  	Contact Phone	 
    	 
    
	 Investor Loan #	 
    	  	  	  	  	Contact
    Email	 
    	 
    
	 Property ID	 
    	  	  	  	  	Addt’l
    ID #1 (editable)	 
    	 
    
	 Original Loan Amount	  	 
    	  	  	  	Addt’l
    ID #2 (editable)	 
    	 
    
	 Loan Balance (UPB)	  	 
    	  	  	  	O&M Plan(1)	  	 
    
	 Loan Balance as
    of Date	  	 
    	  	  	  	Report Reviewed By	  	                    /
	 (1)
    Includes ALL Plans (such as, but not limited to, Operations &
    Maintenance, Moisture Management and Environmental Remediation)
	 Property
    and Inspector Information
	 Property Name	 
    	  	  	  	  	Primary Property Type	  	 
    
	 Property Address	 
    	  	  	  	  	Secondary Property Type	  	 
    
	 Property City	 
    	  	  	  	  	Inspection Company	  	 
    
	 Property State	 
    	  	  	  	  	Inspection Co. Phone	  	 
    
	 Property Zip	 
    	  	  	  	  	Inspector’s Name	  	                    /
	  	  	  	  	  	  	Inspector’s ID	  	 
    





 


	 Lender’s
    or Servicer’s General Comments or Instructions to Inspector for Subject Property:
	 
    
	 
    
	 
    
	 
    
	 
	 
    


 




	 Property
    Inspector’s General Comments or Suggestions to Lender or Servicer on the Subject Property:
	 
    
	 
    
	 
    
	 
	 
    
	 
    




	  	  	  	  	  	  	  
	 Overview
    of Property Information
	 Number of Buildings	 
    	  	Year Built	 
    
	 Number of Floors	 
    	  	  	  	Total Square Feet (Gross)	 
    
	 Number of Elevators	 
    	  	  	  	Total Sq. Feet (Net /
    Rentable)	 
    
	 Number of Parking
    Spaces	 
    	  	  	  	Occupied Space	 
    
	 Number of Units
    / Rooms / Beds	 
    	  	  	  	Vacant Space	 
    
	 Rent Roll obtained
    at Inspection	 
    	  	  	  	Total Percent Occupied	 
    
	 Total
    Number of Down Units / Rooms / Beds	  	 
    	  	Annual Occupancy	 
    
	 Unit of Measurement
    Used	  	  	 
    	  	Annual Turn Over	 
    
	  	  	  	  	  	  
	 Property
    Offers Rental Concessions	 
    	 
    	 
    	If
    yes, please describe concessions:
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	 
    	  	  	  	  	  	 
    
	

Copywrite
    2008 Mortgage Bankers Association, Washington, DC	  	  	    





 



    B-4


     


    










General
Info


	  	  	  	  	  	  	  	  	  	  	  	  
	 Inspection Date	 
    	 
    	Time   	 
    	  	Property City	 
    	  	 
    
	 Loan Number	 
    	  	  	  	  	  	  	Property State/Country	 
    	  	/
	 Property Name	 
    	  	  	  	  	  	  	Overall Property Rating	 
    	  	 
    
	  	  	  	  	  	  	  	  	  	  	  	  
	 Franchise Name	 
    	  	Franchise
    change since last inspection	 
    
	  	  	  	  	  	  	  	  	  
	 Number
    of Occupied Units Inspected	  	 
    	  	  	Number of
    Vacant Units Inspected	  	 
    
	  	  	  	  	  	  	  	  	  
	 Is there
    any dark space?	 
    	  	  Describe:	 	 
	 Is there
    any down space?	 
    	  	  Describe:	 	 




	  	  	  	  
	 Capital
    Expenditures	  	  	  
	 Describe
    in detail Repairs, Replacements or Capital Improvements	Identified
    Cost	Status
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    




	  	  	  	  	  	  	  	  
	 Neighborhood
    and Site Comparison Data
	 Is the
    area declining or distressed	  	 
    	  	Percent
    Use -%
	 Is there
    any new construction in the area	  	  	Single Family	 
    
	 Top 2 Major	1.	Name or Type	 
    	 
    	  	Multifamily	 
    
	 Competitors:	  	  Distance	 
    	  	  	Commercial	 
    
	  	2.	Name or Type	 
    	  	  	Industrial	 
    
	  	  	  Distance	 
    	  	  	Undeveloped	100%





 


	 Describe
    area, surrounding land use & overall trends (include location in relation to subject property - N, S, E, W):
	 
    
	 
    
	 
    
	 
    
	 
    
	 
    
	 
    
	 
    
	 
    
	 
    




	  	  	  	  	  	  	  	  
	 Management
    Company Information	  	  	  
	 Management Company
    Name	 
    	  	Phone Number	 
    
	 On Site Contact	                              /	  	Mgmt Interview	 
    
	 Role or Title of
    Contact	 
    	  	Length of
    time at property	 
    
	 Management Affiliation	 
    	  	Change since
    last inspection	  	 
    
	  	  	  	  	  	  	  
	 Other
    Information
	 Additional
    Collateral Description Information	  	  	  	  	  	  
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	 
    	  	  	  	  	  	 
    
	
Copywrite
    2008 Mortgage Bankers Association, Washington, DC	  	  	    


 



    B-5


     


    




 


	  	 	 	  	  	  	  	  	  	  	  
	  	  	  	Physical
    Condition & DM
	 	 	 	 
	Standard
                                         Inspection Form

         
	  	  
	Inspection Date	 
    	Time    	 
    	  	Property City	 
    
	Loan Number	 
    	  	Property State/Country	 
    	/	 
    
	Property Name	 
    	  	Overall Property
    Rating	 
    


 


	Physical
    Condition Assessment and Deferred Maintenance
	 


 


	Property
    Assessment


 


	Physical

        Condition
	Overall

        Rating
	Trend	Representative
                                         Components

        (Not all-inclusive)
	Inspector
    Comments
	 
    	 
    	  	  	  
	Curb
    Appeal	 
    	  	Comparison
    to Neighborhood; First Impression / Appearance	 
    
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	  	  	  
	Site	 
    	  	Subject
    Property Appearance; Signage; Ingress/Egress; Landscaping; Site Lighting; Parking Lot; Striping; Garage/Carports; Irrigation
    System; Drainage; Retaining Walls; Walkways; Fencing; Refuse Containment & Cleanliness, Hazardous Material Storage	 
    
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	  	  	  
	Building
                                         /

        Mechanical

        systems
	 
    	  	HVAC;
    Electrical; Boilers; Water Heaters; Fire Protection; Sprinklers; Plumbing; Sewer; Solar Systems; Elevators/ Escalators; Chiller
    Plant; Cooling Towers; Building Oxygen Systems; Intercom System; PA System; Security Systems	 
    
	 
    	 
    	 
    	 
    	 
    
	Building

        Exteriors
	 
    	 
    	Siding;
    Trim; Paint; Windows; Exterior Entry Ways; Stairs; Railings; Balconies; Patios; Gutters; Downspouts; Foundations; Doors; Façade;
    Structure (Beam/Joist)	 
    
	 
    	 
    	  	  	  
	Building

        Roofs
	 
    	  	Roof
    Condition; Roof Access; Top Floor Ceilings; Shingles/ Membrane; Skylights; Flashing; Parapet walls; Mansard roofs	 
    
	 
    	 
    	 
    	 
    	 
    
	Occupied

        Units
        / Space
	 
    	 
    	HVAC;
    Ceiling; Floors; Walls; Painting; Wall Cover; Floor Cover; Tiles; Windows; Countertop; Cabinets; Appliances; Lighting; Electrical;
    Bathroom Accessories; Plumbing Fixtures; Storage; Basements/Attics	 
    
	 

        Vacant
        Units /

        Space
        /

        Hotel
        Rooms

         
	 
    	 
    	HVAC;
    Ceiling; Floors; Walls; Painting; Wall Cover; Floor Cover; Tiles; Windows; Countertop; Cabinets; Appliances; Lighting; Electrical;
    Bathroom Accessories; Plumbing Fixtures; Storage; Basements/Attics	 
    
	 

        Down
        Units /

        Space
        /

        Hotel
        Rooms

         
	 
    	 
    	HVAC;
    Ceiling; Floors; Walls; Painting; Wall Cover; Floor Cover; Tiles; Windows; Countertop; Cabinets; Appliances; Lighting; Electrical;
    Bathroom Accessories; Plumbing Fixtures; Storage; Basements/Attics	 
    
	 
    	 
    	  	  	  
	Interior

        Common

        Areas
	 
    	  	Mailboxes;
    Reception Area; Lobby; Food Courts; Dining Areas; Kitchen; Halls; Stairways; Meeting Rooms; Public Restrooms; Storage; Basement;
    Healthcare Assistance Rooms; Pharmacy / Medication Storage; Nurses Station	 
    
	 
    	 
    	 
    	 
    	 
    





 


	Copyright
    2008 Mortgage Bankers Association, Washington, DC	     


 






    B-6


     


    

 





 


	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	  	  	 	 	 	Physical
    Condition & DM
	 	 	 	 
	Inspection Date	 
    	Time    	 
    	  	Property City	 
    
	Loan Number	 
    	  	Property State/Country	 
    	/	 
    
	Property Name	 
    	  	Overall Property
    Rating	 
    





 


	Amenities
	 
    	 
    	Pool; Clubhouse;
        Gym; Laundry Area / Rooms; Playground; Wireless Access; Restaurant/Bar; Business Center; Sport Courts; Spa; Store; Media
        Center
	 
    
	Management

        Competence
	 
    	 
    	Professionalism;
    Ability to respond to questions; Knowledge of property; Knowledge of neighborhood/ market; Preparedness for inspection; Had
    all requested paperwork; Tenants notified	 
    



 


	Exterior
    - Additional description of the property conditions:
	 

         

         

	  
	Interior
    - Additional description of the property conditions:
	 

         

         






 


	Deferred
    Maintenance Items


 


	Identify
    Item and Describe Condition (including location)	Rating	Photo

        #
	Life

        Safety
	Est.
    Cost
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    
	 

         
	 
    	 
    	 
    	 
    



 


	Copyright
    2008 Mortgage Bankers Association, Washington, DC	     


 






    B-7


     


    




 


	  	  	  	  	  	  	  	  	 	 	  
	Standard Inspection Form	  	  
	  	  	  	  	  	  	  	  	  	  
	Inspection Date	 
    	Time   	 
    	  	Property City	 
    	 
    	 
    
	Loan Number	 
    	 
    	 
    	  	Property State/Country	 
    	 
    	  /	 
    
	Property Name	 
    	 
    	 
    	  	Overall Property
    Rating	  	 
    
	  	  	  	  	  	  	  	  	  
	Photos


  


	 	 


 



    B-8


     


    



  


Mgmt Interview 


	  	  	  	  	  	  	  	  	 	 	  
	Company
    Name/Logo	  	  	Standard
    Inspection Form
	  	  	  	  	  	  	  	  	  	  
	Inspection Date	 
    	Time   	 
    	  	Property City	 
    	 
    	 
    
	Loan Number	 
    	 
    	 
    	  	Property State/Country	 
    	 
    	  /	 
    
	Property Name	 
    	 
    	 
    	  	Overall Property
    Rating	  	 
    
	  	  	  	  	  	  	  	  	  
	Management
    Information & Interview


 


	  	 
    	  	  	 
    	 
    	 
    
	Management Company Name	 
    	  	Phone Number	 
    	 
    
	Name of Information Source	                       /	  	Email Address	 
    	 
    
	Role or Title of Information
    Source	 
    	  	Length of
    time at property	 
    
	Management Affiliation	 
    	  	Mgmt change
    from last inspection	 
    





	  	  	  
	In your opinion, how does
    the property perform compared to similar properties in the area?	 
    	 
    
	In your opinion, what
    is the average percentage of vacancy in similar properties in the area?	  	 
    
	Based on market survey,
    what is the current average rents paid in the area ($ per square foot/units/beds)?	  	 
    
	In
    your opinion, explain the reason for any variance on vacancy & rents between the market and the subject property:	  	  
	 
    	  	 
    
	  	  	  
	In the past 12 months,
    have there been any fires, significant water intrusion or other property damage?	  	 
    
	If
    yes, explain the location on the property, costs associated, any insurance claims submitted, resolution & leaseability:	  	  
	 
    	  	 
    
	  	  	  
	In the past 12 months,
    to the best of your knowledge, have any code violations been received?	  	 
    
	If
    yes, please describe the violation, the costs associated and any resolution or outstanding issues:	  	  
	 
    	  	 
    
	  	  	  
	Is the property undergoing
    any significant rehab/construction?	  	 
    
	If
    yes, explain the location, size and estimated costs:	  	  
	 
    	  	 
    
	  	  	  
	Is the property in compliance
    with ALL O&M Plan(s)?	 
    	 
    
	(Plans
    such as, but not limited to, Operations and Maintenance, Moisture Management and Environmental Remediation.)	  	  
	If
    no, please explain which plan(s), the requirements, noncompliance items and estimated costs:	  	  
	 
    	  	 
    
	  	  	  
	Any change or violations
    of a Franchise Agreement or License(s) at the property?	 
    	 
    
	If
    yes, please explain any change or violation, costs & any resolution or outstanding issues:	  	  
	 
    	  	 
    
	  	  	  
	To the best of your knowledge,
    are there any lawsuits pending that may negatively impact the property?	  	 
    
	If
    yes, please explain:	  	  
	 
    	  	 
    
	  	  	  
	Other
    Information or Comments:	  	  
	 
    	  	  
	 
    	  	 
    
	  	  	  
	Copyright
    2008 Mortgage Bankers Association, Washington, DC	  	    


 



    B-9


     


    

 


Multifamily 


 


Standard
Inspection Form 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date	 
    	 
    	Time	 
    	 
    	 
    	Property
    City	 
    
	Loan
    Number	 
    	 
    	 
    	Property
    State/Country	 
    	 /	 
    
	Property
    Name	 
    	 
    	 
    	Overall
    Property Rating	 
    


 


	Multifamily,
    Mobile Homes, Cooperative Housing, Student Housing


	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	Property
    Information
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	Heat at the
    Property	 
    	  	  	Gas at the
    Property	 
    
	Water at the
    Property	 
    	  	  	Trash at the
    Property	 
    
	Electric at
    the Property	 
    	  	  	Cable at the
    Property	 
    
	Change to
    Major Employer	 
    	  	  	If yes, describe:	 
    
	Change to
    Commercial/Retail	 
    	  	  	If yes, describe:	 
    
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  Unit Breakdown	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  


	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	#
    of Bedrms	#
    of Bath	#
    of Units	Avg
    Ft2
    / Unit	Monthly
    Rent	#
    Occupied	#
    Vacant	#
    Down	#
    Inspected
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	Totals	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	Tenant Profile	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 
    	 
    
	   Corporate	 
    	  	Military	 
    	  	Seasonal	 
    	  	Seniors	 
    	  	Students	 
    	Other	100%
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	Property
    Condition
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	Detailed
    Report of Units Inspected	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	Unit
    #	#
    of Bedrms	#
    of Bath	Square
    Feet	Asking
    Rent	Current
    Use	 Overall
    Condition	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    


 


	Copyright
    2008 Mortgage Bankers Association, Washington, DC	     


 



    B-10


     


    




 


Healthcare


 


Standard
Inspection Form


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date	 
    	 
    	Time	 
    	 
    	 
    	Property
    City	 
    
	Loan
    Number	 
    	 
    	 
    	Property State/Country
	 
    	   /	 
    
	Property
    Name	 
    	 
    	 
    	Overall Property
        Rating
	 
    




 




	Healthcare,
    Nursing Home, Hospitals




	 
	  Property Information
	 




	 	 	 	 	 	 	 	 	 	 
	 	General Information	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Total Number of Beds	 	 	 	Number of Beds Occupied	 
	 	 	 	 	 	% Occupied	 
	 	 	 	 	 	 	 
	 	New Patients Currently being Accepted  	 	 	 	Admission Waiting Period	 
	 	 	 	 	 	Proximity to a Hospital	 










	 	 	 	 	 	 	 	 	 	 
	 	Level of Care Breakdown	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Unit Type	Total #

Beds	Total # Beds Occupied	
        Total # 

        Units
	Total # Units

Occupied	Avg. S.F. / 

Unit	Monthly Rent	# Beds

Vacant
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	  Totals	 	 	 	 	 	 	 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Administrator’s Name	 	/	 	 	Length of Time at Property	 	 
	 	Director of Nursing’s Name	 	/	 	 	Length of Time at Property	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Direct Care Staff Numbers	 	Day	Evening	Night	Comments
	 	 	Nurses -	RNs	 	 	 	 	 
	 	 	Nurses -	LPNs	 	 	 	 	 
	 	 	Other Direct Care	 	 	 	 
	 	Non Direct Care Personnel	 	 	 	 
	 	Total Staff	 	 	 	 	 












	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Regulatory / Licensing Agency Information	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Name of the Agency	 	 	 	Contact Person	                         /	 	 
	 	Expiration Date of Operating License	 	 	All Licenses Current	 	 	 
	 	Date of last Medicare inspection	 	 	Property Medicare Certified	 
	 	Date of last Medicaid inspection	 	 	Property Medicaid Certified	 
	 	Please describe any violations, costs associated, resolution or outstanding issues: 
	 	 


 


	      Copyright 2008 Mortgage Bankers
    Association, Washington, DC	 


 






    B-11


     


    









 


Healthcare


 


Standard
Inspection Form


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date	 
    	 
    	Time	 
    	 
    	 
    	Property
    City	 
    
	Loan
    Number	 
    	 
    	 
    	Property State/Country
	 
    	   /	 
    
	Property
    Name	 
    	 
    	 
    	Overall Property
        Rating
	 
    










	 	 	 	 	 	 	 	 	 
	Property Condition	 	 	 	 
	Handrails in the halls	 	 	Exits clearly marked	 
	Grab bars present in rest rooms	 	 	Intercom System	 
	Staff interacts well with residents	 	 	Generator Function	 
	Facility looks and smells clean	 	 	 	 
	Additional description of any safety or deficiency issues observed: 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Units or Beds Inspected	 	 	 	 	 
	 	 	 	 	 	 	 
	Down Units (List the unit #)	 	 	 	 
	 	 	 	 	 	 	 
	Detailed Report of Units Inspected	 	 	 	 







 





	Unit #	# of Bedrms	# of Bath	Square Feet	Asking Rent	Current Use	Overall Condition
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 










  


	      Copyright 2008 Mortgage Bankers
    Association, Washington, DC	  


 



    B-12


     


    

 





 


Standard
Inspection Form


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date	 
    	 
    	Time	 
    	 
    	 
    	Property
    City	 
    
	Loan
    Number	 
    	 
    	 
    	Property State/Country
	 
    	   /	 
    
	Property
    Name	 
    	 
    	 
    	Overall Property
        Rating
	 
    



	  	 	 	 	 	 	 	 	 	  	 	 	  	 	  
	Rent
    Roll
	  	  	  	  	  	  	  	  	  	  	  
	 	 	 	 	 	 	 	 	 	 	 
	Rent Roll Attached	 
    	  	  	(Select
    One)	  	  
	Rent Roll Summary Attached	 
    	  	  	  	  	  	  
	Single Tenant Property	 
    	  	  	Lease expires:	  	  
	Hospitality Property	 
    	  	  	YTD ADR:	  	  	RevPAR: 	 	  	ADO: 	  
	  	  	  	  	  	  	  	  	  	  	  
	Insert
    Rent Rolls in the space below using Excel commands or via Copy and Paste


  


	Copyright
    2008 Mortgage Bankers Association, Washington, DC	     







 


    B-13


     


    

  


Standard
Inspection Form


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date   	 
    	Time	 
    	 
    	 
Property
    City    		 
    
	Loan
    Number   	 
    	 
    	Property State/Country	
	 
    	   	 
    
	Property
    Name   	 
    	 
    	Overall Property
        Rating	
	 
    



 


	Maps
	  


 


	  	Regional
    Map
	  	  
	  	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

	  	  
	  	Neighborhood
    Map
	  	  
	  	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         



  


	Copyright
    2008 Mortgage Bankers Association, Washington, DC	     


 


    B-14


     


    
 


Comprehensive
Assessment Addendum

	  	 	  
	Company
    Name/Logo	 	Standard
    Inspection Form


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date	 
    	 
    	Time	 
    	 
    	 
    	Property
    City	 
    
	Loan
    Number	 
    	 
    	 
    	Property State/Country
	 
    	   /	 
    
	Property
    Name	 
    	 
    	 
    	Overall Property
        Rating
	 
    


 


	 
    	 
    	 
    	 
    	 
    
	Limitations
    of Field Assessment
	  
	Did
    you experience any of the following limitations to performing this field assessment:  (Choose Yes/No)	  
	  	Management
    unavailable for interview or management experience on the property is less than six months	 
    
	  	Occupied units
    were unavailable for assessment, or the total number of units available (occupied or unoccupied) was insufficient	 
    
	  	Significant
    portions of the common areas, amenities or basements, etc. were unavailable for assessment	 
    
	  	Snow was covering
    most exterior areas (parking lots, roofs, landscape areas)	 
    
	  	Other	  	  	  
	  	None	 
    	  	  
	  	Comment:	 
    	  	 
    




	  	  	  
	Comprehensive
    Property Assessment Ratings
	  	  	  
	1.  	Life
    Safety (Choose the one that applies from the drop down menu):
	  	 
    
	  	Comment:	 
    
	  	  	  
	2.	Deferred
    Maintenance (Choose the one that applies from the drop down menu):
	  	 
    
	  	Comment:	 
    
	  	  	  
	3.	Routine
    Maintenance (Choose the one that applies from the drop down menu):
	  	 
    
	  	Comment:	 
    
	  	  	  
	4.	Capital
    Needs (Choose the one that applies from the drop down menu):
	  	 
    
	  	Comment:	 
    
	  	  	  
	5.	Level/Volume
    of issues noted and appropriate follow-up recommendations (Choose the one that applies from the drop down menu):
	  	 
    
	  	Comment:	 
    



	  	  	  	  	  	  
	Overall
    Rating and Additional Comments
	  
	Overall
    Rating Scale:	 

         
	  
	  	  	1
    = No substantial concerns observed. No further action required.
	 	 	 
	  	  	2 = Some
    minor issues noted. Limited follow-up required.
	 	 	 
	  	  	3 = Substantial
    and/or critical issues noted. Documented follow-up required.
	 	 	 
	  	  	4 = Overall
    condition showing signs of deterioration. Documented follow-up with possible action plan required.
	 	 	 
	  	  	5 = Severe
    deferred maintenance observed. Follow-up and substantial action plan required.
	  	  	  	  	  
	  	Comment: 	 

         




	  	  	  	  	  
	Inspector
    Information
	  	  	  	  	  
	Seller/Servicer
    Certification	Date:	 
    	  
	  	  	  	  	  
	First
    Name:	 
    	 
    	 
    	  
	Last
    name:	 
    	 
    	 
    	  
	Title:	 
    	 
    	 
    	  
	Phone
    Number:	 
    	 
    	 
    	 
    


  


	Copywrite
    2008 Mortgage Bankers Association, Washington, DC	     


 




    B-15


     


    



 


 


Comprehensive
Assessment Addendum

	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date	 
    	 
    	Time	 
    	 
    	 
    	Property
    City	 
    
	Loan
    Number	 
    	 
    	 
    	Property State/Country
	 
    	   /	 
    
	Property
    Name	 
    	 
    	 
    	Overall Property
        Rating
	 
    


 


	Email
    Address:	 
    	 
    	 
    	  


  


	Copywrite
    2008 Mortgage Bankers Association, Washington, DC	    


 


    B-16


     


    


  


EXHIBIT
“B”


 


(Quarterly Reports) 


 


(see
attached)


 




    B-1


     


    

 


	 	 	 	 	 	 	 	 	 
	Transaction/Securitization
    Name  	 	 	 	 	 	 	 
	Subservicer:	  	 
    	 
    	 
    	  	  	  	  
	Quarter
    Ending:	  	 
    	 
    	 
    	  	INSURANCE
    MONITORING REPORT


  


	 Servicer 
Loan
    #	MLS
 Loan
    # 	 Borrower 
Name	 Property 
Name	 Property 
Address	 Effective 
Date	 Expiration 
Date	 Insurance 
Co.	Type
    of
 Coverage 	Policy
 Number 	 Coverage 
Amount	 Deductible 	 Escrowed 
(Y/N)	 Loss Payee Endorsement 

        Reflects Trust
        (Y/N)
	Meets
Qualified
    Ins
 Ratings (Y/N) 	Frequency
    of
 Disbursement 
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    


 


Note:  Please
include one line per Insurance coverage.


  


The
undersigned hereby certifies that it holds in its custody a certificate or other appropriate proof of valid insurance on the individual
properties which are securing mortgage loans held by the above referenced “transaction/securitization” which
are subserviced by the undersigned on behalf of Midland Loan Services, Inc. The hazard coverage provided by such policies
complies with the requirements of the individual loan documents. The properties are correctly identified in the policies,
and all improvements thereon to be insured are included and properly described; that the name or names of the insured exactly
conform to the names or names in which title is held; that a standard, non contributory clause in favor of _______________________ is
or endorsed on the policies. The amount of coverage is not less than the amount required under the individual loan documents.


 


	Certified
    By:	 	 
	Date
    Printed:	 	 
	Title:	 	 


 


    C-2


     


    


 

	 	 	 	 	 	 	 	 	 
	Transaction/Securitization
    Name  	 	 	 	 	 	 	 
	Subservicer:	  	 
    	 
    	 
    	  	  	  	  
	Quarter
    Ending:	  	 
    	 
    	 
    	  	TAX
    MONITORING REPORT





  


	
 Servicer Loan

 #	MLS
 Loan # 	 Borrower 
Name	 Property
    Name 	 Property 
Address	 Property
    City 	 Property 
State	 Property
    Zip 
Code	 Parcel
    No. 	 Tax Authority 
Name	 Tax
    Type 	Next
    Tax
 Due Date 	 Escrowed 
(Y/N)
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    


 


Note:  Please
include one line per tax parcel.


  


The
undersigned hereby certifies that it has inspected actual tax receipts or has otherwise verified full payment of all real estate
taxes for the year __________________________ and prior years on properties covered by all mortgage loans subserviced by
it on behalf of Midland Loan Services, Inc., and held by __________________________ excepting only the loans hereinafter
listed; the undersigned further certifies that no unredeemed sales certificates or other tax liens are outstanding against any
of the aforesaid properties other than as stated below.









 

	Loan
    Number	Mortgagor	                    Explanation
	 	 	 
	Certified
    By:	 	 
	Date
    Printed:	 	 
	Title:	 	 



 



    C-3


     


    


 

	 	 	 	 	 	 	 	 	 
	Transaction/Securitization
    Name  	 	 	 	 	 	 	 
	Subservicer:	  	 
    	 
    	 
    	  	  	  	  
	Quarter
    Ending:	  	 
    	 
    	 
    	  	UCC MONITORING REPORT


 

	Servicer
    Loan 

#	MLS
Loan #	Borrower
Name	State
    of Incorporation 

or State of Residence	Property
Name	Filing
    Type	Filing
Location	Original Filing 
Number	Original
Filing
    Date	Expiration
Date	
Trust
    is Named
Beneficiary (Y/N)
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    


 


	Note:  Please
    include one line per UCC filing.


 


The
undersigned hereby certifies that it has inspected actual UCC-1 filings or has otherwise verified filing of all UCC-1 documents
and further certifies that there has been no lapse in lien position on the collateral secured by said UCC-1 filings for all loans
subserviced on behalf of Midland Loan Services, Inc., and held by     ______________________________ .


  


	Certified
    By:	 	 
	Date
    Printed:	 	 
	Title:	 	 


  


	Please
    forward to Midland Loan Services copies of all filings and attachments.	  


	If
    copies cannot be supplied, Midland will need the following information:


 


	  	  	Exact
    Name and Address of current beneficiary (if not assigned to the Trust)
	  	  	Complete
    Address of the Borrower
	  	  	Copies
    of collateral description and legal description


 


    C-4


     


    

 


EXHIBIT
“C”


 


(Remittance Reports)


 


(see
attached)





 


    C-1


     


    

 


	TRANSACTION
    NAME:	 
    	 
    	  	  	  	  	  
	SUBSERVICER:	  	  	  	  	  	  	  
	FOR
    DISTRIBUTION DATE:	  	  	  	  	  	  	  


 


	MASTER

        SERVICER #
	SUBSERVICER

        LOAN #
	BORROWER
NAME	BEGINNING

        BALANCE
	PAYMENT
AMOUNT	PRINCIPAL
    AMOUNT	INTEREST
AMOUNT	SERVICE

        FEE
	NET
INTEREST	NET

        REMITTANCE
	ENDING

        BALANCE
	PAYMENT
DATE
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	 
    	 
    	  	 
    	  	 
    	  	 
    	  	 
    	  	 
    
	TOTALS	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    


 





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